Common use of Protective Advances Clause in Contracts

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 5 contracts

Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)

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Protective Advances. (a) (i) Subject to the limitations set forth below, the Applicable Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Applicable Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make (i) in the case of the Administrative Agent, Loans to the US Borrower, U.S. Borrower in Dollars on behalf of the US U.S. Revolving LendersLenders (each such Loan, a “U.S. Protective Advance”) or (ii) in the case of the Multicurrency Administrative Agent, Loans to either of the Borrowers in Canadian Dollars or Dollars on behalf of the Multicurrency Revolving Lenders (each such Loan, a “Multicurrency Protective Advance”) which the Applicable Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”)Documents; provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, that (1) the aggregate amount of outstanding US U.S. Protective Advances shall not, at any time, exceed $50,000,000; provided further that the aggregate amount of outstanding U.S. Protective Advances plus the aggregate US Credit U.S. Revolving Exposure shall not exceed the aggregate US U.S. Commitments; and (2) the aggregate Dollar Amount of outstanding Multicurrency Protective Advances shall not, at any time, exceed $5,000,000; provided further that the aggregate amount of outstanding Multicurrency Protective Advances plus the Multicurrency Revolving Exposure shall not exceed the aggregate Multicurrency Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBorrowings (in the case of Dollar denominated amounts) or Canadian Prime Rate Borrowings (in the case of Canadian Dollar denominated amounts). The Applicable Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Applicable Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability the making of such U.S. Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US U.S. Revolving Lenders to make a US U.S. Revolving Loan in Dollars to repay a US U.S. Protective Advance. At any other time the Administrative Agent may require the US U.S. Revolving Lenders to fund in Dollars their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability the making of such Multicurrency Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Multicurrency Administrative Agent may request the Canadian Multicurrency Revolving Lenders to make a Canadian Multicurrency Revolving Loan in the currency in which any Multicurrency Protective Advance is denominated to repay a Canadian such Multicurrency Protective Advance. At any other time the Canadian Multicurrency Administrative Agent may require the Canadian Multicurrency Revolving Lenders to fund their risk participations described in Section 2.04(f)2.04(b) in any Multicurrency Protective Advance in the currency in which such Multicurrency Protective Advance is denominated. (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fb) Upon the making of a U.S. Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US U.S. Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US U.S. Protective Advance in proportion to its Applicable Percentage, (ii) in . Upon the case making of a Canadian Multicurrency Protective Advance made by the Canadian Multicurrency Administrative AgentAgent (whether before or after the occurrence of a Default), each Canadian Multicurrency Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Multicurrency Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such Canadian Multicurrency Protective Advance in proportion to its Applicable Percentage,. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Applicable Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Applicable Administrative Agent in respect of such Protective Advance.

Appears in 5 contracts

Samples: Credit Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co)

Protective Advances. (a) (i) Subject In addition to any other rights of the limitations set forth belowAdministrative Agent provided for herein or in the other Loan Documents, the Administrative Agent is authorized by the US Borrower and the US Revolving Lendersmay, from time to time in the Administrative Agent’s sole its discretion (but shall have with absolutely no obligation), to make SBAC Revolving Loans to the US BorrowerSBAC or SBF Revolving Loans to SBF, on behalf of the US Revolving applicable Lenders, which the Administrative Agent, in its Permitted Discretion, Agent deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0311.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The US Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances shall be secured by is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Liens in favor of Required SBAC Lenders or the US Collateral Agent in and Required SBF Lenders, as applicable, may at any time with prior written notice to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent revoke the Administrative Agent’s authorization to make US additional Protective Advances may be revoked at any time by the Supermajority Revolving Lendershereunder. Any Absent such revocation must be in writing and shall become effective prospectively upon revocation, the Administrative Agent’s receipt thereofdetermination that funding of a Protective Advance is appropriate shall be conclusive. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian All Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations Base Rate Loans made hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, warranty an undivided interest and participation in such US Protective Advance in proportion to its Applicable PercentagePro Rata Share thereof. The Administrative Agent may, (ii) at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Canadian Administrative Agent, each Canadian Revolving Lender Agent in respect of such Protective Advance. All Protective Advances shall be deemedObligations, without further action secured by any party heretothe Collateral, to have unconditionally and irrevocably purchased from treated for all purposes as an expense of the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation entitled to the priorities set forth in such Canadian Protective Advance in proportion to its Applicable Percentage,Section 9.2.

Appears in 4 contracts

Samples: Credit Agreement (Fortegra Group, Inc), Credit Agreement (Tiptree Inc.), Credit Agreement (Tiptree Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, fees, premiums, reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.039.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that no Protective Advance shall cause the Aggregate Exposure to exceed the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000the Commitments then in effect; provided further that, the aggregate amount of outstanding US Protective Advances plus outstanding at any time pursuant to clauses (i) and (ii) above, together with the aggregate US Credit Exposure amount of all Overadvance Loans made pursuant to Section 2.01(b), shall not exceed ten percent (10%) of the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, Percentage of the aggregate Commitments. Each Lender shall transfer (iia “Transfer”) in the case amount of a Canadian such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Protective Advance made by with respect to such purchased interest and participation promptly when requested to the Canadian Administrative Agent, each Canadian Revolving Lender to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m., New York City time, on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. New York City time, and otherwise on the immediately following Business Day (the “Transfer Date”). Transfers may occur during the existence of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be deemedapplied against the amount of the Protective Advance and, without further action together with Lender’s Applicable Percentage of such Protective Advance, shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any party heretoLender on such Transfer Date, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warrantyshall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07. From and after the date, an undivided if any, on which any Lender is required to fund, and funds, its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and participation all proceeds of Collateral received by the Administrative Agent in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 4 contracts

Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrower to satisfy the limitations conditions to borrowing set forth belowin Section 4.01 after the Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Revolving Facility Loans to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not exceed 5.0% of the then applicable Borrowing Base, if the Administrative Agent, in its sole discretion, deems that such Revolving Facility Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”); provided thatthat (a) in no event shall the total Revolving Facility Credit Exposure exceed the total Revolving Facility Commitments minus any Line Reserves, (b) the aggregate amount of US Protective Advances outstanding Required Lenders may at any time shall not at any time exceed $15,000,000; provided further that, revoke the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied, (c) the Administrative Agent may request the US not make Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Facility Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iapplicable Lenders under this Section 2.01(d) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment extent such Revolving Facility Loans would cause a Lender’s share of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) Facility Credit Exposure to pay any other amount chargeable to or required to be paid by the Canadian Borrower exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances hereof shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation Facility Lenders ratably in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian accordance with their Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Facility Percentages.

Appears in 4 contracts

Samples: Credit Agreement (Verso Corp), Credit Agreement (Verso Corp), Asset Based Revolving Credit Agreement (Verso Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Secured Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate principal amount of US Protective Advances outstanding at any time time, together with the aggregate principal amount of Overadvances outstanding at such time, shall not at any time exceed $15,000,00010% of the Line Cap; provided further thatprovided, further, that the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 4 contracts

Samples: Credit Agreement (Rivian Automotive, Inc. / DE), Credit Agreement (Rivian Automotive, Inc. / DE), Credit Agreement (Rivian Automotive, Inc. / DE)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving LendersLenders (each such Loan, a “Protective Advance”) which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower(other than Swap Obligations and Banking Services Obligations), or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005% of the Total Revolving Credit Commitments; provided further thatprovided, further, that the aggregate amount Aggregate Exposure of outstanding US Protective Advances plus the aggregate US Credit Exposure all Lenders shall not exceed the aggregate US Total Revolving Credit Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 5.2 or 5.3 have not been satisfied. Proceeds of a Protective Advance shall not be disbursed to the Borrower or any other Loan Party and shall be applied in accordance with the terms of this Section 2.23. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBase Rate Loans. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 5.2 and 5.3, if applicable, have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Credit Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.23(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance Advance, in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 4 contracts

Samples: Credit Agreement (Nebraska Book Co), Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US Borrower Borrowers and the US ABL Revolving Lenders, from time to time in the Administrative Agent’s sole discretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligationobligation to), to make ABL Revolving Loans to the US BorrowerBorrowers, on behalf of the US all ABL Revolving LendersLenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US ABL Revolving Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower Agent (acting in good faith)) under the Loan Documents (each such ABL Revolving Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate ABL Revolving Exposure to exceed the ABL Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5.0% of the ABL Borrowing Base as determined on the date of such Loans are herein referred to as “US proposed Protective Advances”)Advance; provided thatand provided, further, that the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, Credit Extensions (including the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure Advances) shall not exceed the aggregate US Revolving Aggregate Commitments. US No Protective Advances Advance may be made even if remain outstanding for more than 45 days without the conditions precedent set forth in Section 4.02 have not been satisfiedconsent of the Required Lenders unless a Liquidation is taking place. The US Each Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the US ABL Revolving Lenders to make a US an ABL Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US ABL Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US ABL Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its ABL Applicable Percentage. From and after the date, (ii) if any, on which any ABL Revolving Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such ABL Revolving Lender, such ABL Revolving Lender’s ABL Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 4 contracts

Samples: Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Company and the US Revolving Lenders, from time to time during the Availability Period, in the Administrative Agent’s sole discretion (but shall have absolutely with no obligation), to make Loans in US Dollars to the US BorrowerCompany, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.038.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00050,000,000; provided further that, that the aggregate amount making of outstanding US any Protective Advances plus Advance shall not cause the aggregate US Aggregate Credit Exposure shall not to exceed the aggregate US Revolving Aggregate Commitments. US Protective Advances may be made even if when a Default exists or the conditions precedent set forth in Section 4.02 have are not been otherwise satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to created by the Collateral Documents and shall constitute US Secured Obligations hereunderObligations. All US The Company shall be required to repay (or, subject to the satisfaction of the conditions precedent set forth in Section 4.02, refinance with the proceeds of a Borrowing) each Protective Advance within 45 days after such Protective Advance is made. Without affecting Protective Advances shall be ABR Borrowings. The already made, the Administrative Agent’s authorization to make US future Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request request, on behalf of the US Revolving Company, the Lenders to make a US Revolving Loan ABR Loans to repay a US any Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk acquire participations in any Protective Advance as described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian The Administrative Agent may by notice given not later than 12:00 noon, New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding. Such notice shall specify the aggregate principal amount of Protective Advances in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Protective Advances. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and in any event, if such notice is authorized received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligationimmediately succeeding Business Day), to make Loans the Administrative Agent such Lender’s Applicable Percentage of such Protective Advances. Each Lender acknowledges and agrees that its obligation to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, acquire participations in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Protective Advances pursuant to the terms of this Agreementparagraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including payments nonsatisfaction of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances 4.02, the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be secured made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). Any amounts received by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request from the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any Company (or other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, Person on behalf of all UK Revolving Lenders, which Chase Bank London, the Company) in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making respect of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made receipt by the Administrative Agent, each US Revolving Lender Agent of the proceeds of a sale of participations therein shall be deemed, without further action promptly remitted by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest to the Lenders that shall have made their payments pursuant to this paragraph to the extent of their interests therein; provided that any such payment so remitted shall be repaid to the Administrative Agent if and participation to the extent such payment is required to be refunded to a Borrower for any reason. The purchase of participations in such US a Protective Advance in proportion pursuant to this paragraph shall not constitute a Loan and shall not relieve the Company of its Applicable Percentage, (ii) in the case of a Canadian obligation to repay such Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Victoria's Secret & Co.), Revolving Credit Agreement (Victoria's Secret & Co.), Amendment and Restatement Agreement (L Brands, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Working Capital Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerWorking Capital Borrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Working Capital Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US "Protective Advances"); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s 's authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrower to satisfy the limitations conditions to borrowing set forth belowin Section 4.01 after the Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Revolving Facility Loans to the Borrower on behalf of the Revolving Facility Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 10.0% of the then applicable Borrowing Base, if the Administrative Agent, in its sole discretion, deems that such Revolving Facility Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”); provided thatthat (a) in no event shall the Revolving Facility Credit Exposure exceed the total Revolving Facility Commitments, (b) the aggregate amount of US Protective Advances outstanding Required Revolving Facility Lenders may at any time shall not at any time exceed $15,000,000; provided further that, revoke the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied(c) unless otherwise consented to by each affected Lender, the Administrative Agent may request the US not make Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Facility Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iapplicable Lenders under this Section 2.01(c) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment extent such Revolving Facility Loans would cause a Lender’s share of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) Facility Credit Exposure to pay any other amount chargeable to or required to be paid by the Canadian Borrower exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances hereof shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative AgentRevolving Facility Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.01(c), each US Revolving Lender then the Borrowing Base shall thereafter be deemeddeemed ratably increased by the amount of such permitted Protective Advances, without further action by any party hereto, to have unconditionally and irrevocably purchased from but only for so long as the Administrative Agent without recourse or warranty, an undivided interest and participation in allows such US Protective Advance in proportion Advances to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,outstanding.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make (or authorize the Disbursement Agent to make) Loans to the US BorrowerU.S. Co-Borrowers, jointly and severally, in dollars, to the Company in dollars or Canadian Dollars and to the U.K. Borrower in dollars, Euros or Sterling, on behalf of the US Revolving all Lenders, which the Administrative either Collateral Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers or any of them pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time time, together with the aggregate amount of Overadvances outstanding at such time, shall not at any time exceed $15,000,00012,500,000 (or the Dollar Equivalent thereof); provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments; provided further that Protective Advance shall be made only if a Specified Default or Event of Default has occurred and is continuing. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Administrative Collateral Agent and the UK Security Trustee in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances denominated in dollars (other than Protective Advances to the UK Borrower) shall be ABR Borrowings, all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Borrowings and all Protective Advances denominated in Euros or Sterling and all Protective Advances to the UK Borrower denominated in dollars shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) request the US Revolving Lenders to make a US Revolving Loan Loan, in the currency in which the applicable Protective Advance was denominated, to repay a US Protective Advance. At any other time the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) require the US Revolving Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative AgentAgent or by the Disbursement Agent in accordance with the terms hereof, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent or Disbursement Agent, as applicable, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent or Disbursement Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of a Default or an Event of Default or upon the inability of the Borrower to satisfy the limitations conditions to borrowing set forth belowin Section 4.01 after the Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Revolving Loans to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 10.0% of the then applicable Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this AgreementAgreement (such Revolving Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”); provided thatprovided, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US that (w) all Protective Advances shall be ABR Borrowings. The Loans, (x) in no event shall the aggregate Revolving Facility Credit Exposure exceed the total Revolving Commitments of all Revolving Lenders, (y) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make US future Protective Advances may (provided; that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied(z) unless otherwise consented to by each affected Lender, the Administrative Agent may request the US not make Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iapplicable Lenders under this Section 2.01(c) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment extent such Revolving Loans would cause a Lender’s share of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) Facility Credit Exposure to pay any other amount chargeable to or required to be paid by the Canadian Borrower exceed such Lender’s Revolving Commitment. Any Protective Advance made pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances hereof shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Lenders ratably in accordance with their Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Facility Percentages.

Appears in 3 contracts

Samples: Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or amounts required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed (i) $15,000,00010,000,000 in the aggregate or, (ii) together with any Overadvances outstanding at any time pursuant to Section 2.05, $15,000,000 in the aggregate; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan Loans to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (Ascena Retail Group, Inc.), Credit Agreement (Dress Barn Inc), Credit Agreement (Dress Barn Inc)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth belowin Section 4.01(b) after the Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Revolving Facility Loans to any Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Facility Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, feeseach a “Protective Advance” and, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as together, US Protective Advances”); provided thatthat (x) in no event shall the Total Revolving Facility Exposure exceed the Total Revolving Facility Commitments, (y) the aggregate amount of US Protective Advances outstanding Required Lenders may at any time shall not at any time exceed $15,000,000; provided further that, revoke the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied(z) unless otherwise consented to by each affected Lender, the Administrative Agent may request not make Revolving Facility Loans on behalf of the US applicable Lenders under this Section 2.01(c) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Lenders to make a US ratably in accordance with their Revolving Loan to repay a US Facility Percentages. If Protective Advance. At any other time Advances are made in accordance with this Section 2.01(c), then (A) each Borrowing Base shall thereafter be deemed ratably increased by the amount of such permitted Protective Advances, but only for so long as the Administrative Agent may require the US Revolving allows such Protective Advances to be outstanding and (B) all Lenders shall be bound to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateralmake, or any portion thereofpermit to remain outstanding, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian such Protective Advances based upon their applicable Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to Facility Percentages in accordance with the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 3 contracts

Samples: Asset Based Revolving Credit Agreement (Hexion Inc.), Amendment Agreement (Hexion Inc.), Amendment Agreement (Hexion Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time during the Availability Period, in the Administrative Agent’s sole discretion Permitted Discretion (but shall have absolutely no without any obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Loan Document Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein being referred to herein as “Canadian Protective Advances”); provided that, no Protective Advance shall be made if after giving effect thereto (A) the Aggregate Revolving Exposures would exceed the Aggregate Commitment or (B) the aggregate principal amount of Canadian the outstanding Protective Advances outstanding would exceed 10% of the Aggregate Commitment in effect at any the time shall not at any time exceed $750,000; provided further that, of the aggregate amount making of outstanding Canadian such Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving CommitmentsAdvance. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian constitute Loan Parties and shall constitute Canadian Secured Document Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ hereunder and shall be (A) ABR Borrowings if made Guaranteed and secured as provided in Dollars or (B) Canadian Prime Rate Borrowings if made in C$the Security Documents. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt Receipt thereof. At The Administrative Agent may at any time (i) subject to the limitations set forth in Section 2.01 and to the satisfaction of the conditions set forth in Section 4.02, request, on behalf of the Borrower, the Lenders to make ABR Revolving Loans to repay any Protective Advance or (ii) require the Lenders to acquire participations in any Protective Advance as provided in paragraph (b) of this Section. (b) The Administrative Agent may by notice given not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding. Such notice shall specify the aggregate amount of Protective Advances in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Protective Advances. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent such Lender’s Applicable Percentage of such Protective Advances. Each Lender acknowledges and agrees that there its obligation to acquire participations in Protective Advances pursuant to this paragraph is sufficient Canadian Availability absolute and unconditional and shall not be affected by any circumstance whatsoever, including nonsatisfaction of any of the conditions precedent set forth in Section 4.02 have been satisfied4.02, the Canadian occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). Any amounts received by the Administrative Agent may request from the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any Borrower (or other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, Person on behalf of all UK Revolving Lenders, which Chase Bank London, the Borrower) in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making respect of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made receipt by the Administrative Agent, each US Revolving Lender Agent of the proceeds of a sale of participations therein shall be deemed, without further action promptly remitted by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest to the Lenders that shall have made their payments pursuant to this paragraph to the extent of their interests therein; provided that any such payment so remitted shall be repaid to the Administrative Agent if and participation to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in such US a Protective Advance in proportion pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage, (ii) in the case of a Canadian obligation to repay such Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (Pandora Media, Inc.), Credit Agreement (Pandora Media, Inc.), Credit Agreement (Pandora Media, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretiondiscretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provided provided, further that, the aggregate amount of Revolving Exposure (including outstanding US Protective Advances plus the aggregate US Credit Exposure Advances) shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.25(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Finance Corp), Revolving Loan Credit Agreement (CDW Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00030,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments; and provided further that no Protective Advances shall be made unless a Default has occurred and is continuing. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Lenders, in an aggregate amount outstanding at any time that, when added to the aggregate amount of Overadvances outstanding at such time, does not exceed 5% of the Aggregate Revolving LendersCommitment at such time, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “Canadian Protective Advances”); provided that, no Protective Advance shall cause the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Aggregate Revolving Credit Exposure shall not to exceed the aggregate Canadian Aggregate Revolving CommitmentsCommitment. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian All Protective Advances may shall be made Floating Rate Advances, shall bear interest at the default rate set forth in Dollars or C$ Section 2.13 and shall be (A) ABR Borrowings if made in Dollars payable on the earlier of demand or (B) Canadian Prime Rate Borrowings if made in C$the Facility Termination Date. The Canadian Administrative Required Lenders may at any time revoke the Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f)2.2. (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 3 contracts

Samples: Credit Agreement (Star Group, L.P.), Credit Agreement (Star Group, L.P.), Credit Agreement (Star Group, L.P.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0007,500,000; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Base Rate Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 3 contracts

Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (ivii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance Advance. (c) Protective Advances may be made only in proportion to its Applicable Percentage,dollars.

Appears in 2 contracts

Samples: Credit Agreement (Lapeyre James M Jr), Credit Agreement (Lapeyre James M Jr)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or amounts required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US Protective Advances outstanding at any time shall not exceed (i) $15,000,000 in the aggregate or (ii) together with the aggregate principal amount of Overadvances outstanding at any such time exceed pursuant to Section 2.05, $15,000,00020,000,000 in the aggregate; provided further thatthat no Protective Advance may be made if, the aggregate amount of outstanding US Protective Advances plus the aggregate US after giving effect thereto, any Lender’s Credit Exposure shall not exceed the aggregate US its Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan Loans to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations as described in Section 2.04(f2.04(b). (b) Subject The Administrative Agent may by notice given not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of any Protective Advance outstanding. Such notice shall specify the aggregate principal amount of the Protective Advance in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Protective Advance. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower such Lender’s Applicable Percentage of such Protective Advance. Each Lender acknowledges and the Canadian Revolving Lenders, from time agrees that its obligation to time acquire participations in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Protective Advances pursuant to the terms of this Agreementparagraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including payments nonsatisfaction of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances 4.02, the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be secured made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). From and after the date, if any, on which any Lender has paid in full for its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Liens in favor of the Canadian Collateral Administrative Agent in respect of such Protective Advance; provided that any such payment or proceeds so distributed shall be repaid to the Administrative Agent if and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars extent such payment or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there proceeds is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by refunded to the UK Borrower Borrowers for any reason. The purchase of participations in any Protective Advance pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time paragraph shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure constitute a Loan and shall not exceed relieve the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor Borrowers of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan their obligation to repay a UK such Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 2 contracts

Samples: Credit Agreement (Ascena Retail Group, Inc.), Amendment and Restatement Agreement (Ascena Retail Group, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the US Borrower, on behalf of the US all Revolving LendersCredit Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect for the Collateral owned by purposes specified in the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment definition of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, that the aggregate amount of outstanding US Protective Advances plus the aggregate US of all other Revolving Credit Exposure shall not exceed the aggregate US Revolving Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfiedsatisfied or waived. The US Each Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Requisite Revolving Credit Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfiedsatisfied or waived, the Administrative Agent may request the US Revolving Credit Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Credit Lenders to fund their risk participations described in Section 2.04(f2.1(c). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 2 contracts

Samples: Credit Agreement (JOANN Inc.), Credit Agreement (JOANN Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, during the existence of a Default or Event of Default, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03due hereunder) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided thatprovided, that the aggregate amount of US Protective Advances outstanding at any time shall not at any time time, when combined with any Overadvances then outstanding under Section 2.02(f), exceed $15,000,00025,000,000; provided further thatprovided, further, that the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.23(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Pro Rata Percentage. From and after the date, (ii) if any, on which any Lender is required to fund and does fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth belowin Section 4.01(b) after the Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Tranche A Revolving Facility Loans to any Borrower on behalf of the Lenders, so long as the aggregate amount of such Tranche A Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Tranche A Revolving Facility Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Tranche A Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”); provided thatprovided, that (x) in no event shall the aggregate amount of US Protective Advances outstanding Aggregate Revolving Facility Exposure exceed the Aggregate Revolving Facility Commitments, (y) the Required Tranche A Lenders may at any time shall not at any time exceed $15,000,000; provided further that, revoke the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US future Protective Advances may (provided; that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied(z) unless otherwise consented to by each affected Lender, the Administrative Agent may request not make Tranche A Revolving Facility Loans on behalf of the US applicable Lenders under this Section 2.01(c) to the extent such Tranche A Revolving Facility Loans would cause a Lender’s share of the Tranche A Revolving Facility Exposure to exceed such Lender’s Tranche A Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Tranche A Lenders to make a US ratably in accordance with their Revolving Loan to repay a US Facility Percentages. If Protective Advance. At any other time Advances are made in accordance with this Section 2.01(c), then (A) each Borrowing Base shall thereafter be deemed ratably increased by the amount of such permitted Protective Advances, but only for so long as the Administrative Agent may require the US Revolving allows such Protective Advances to be outstanding and (B) all Tranche A Lenders shall be bound to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateralmake, or any portion thereofpermit to remain outstanding, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian such Protective Advances based upon their applicable Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to Facility Percentages in accordance with the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 2 contracts

Samples: Senior Secured Debtor in Possession and Exit Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.), Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.)

Protective Advances. Subject to the terms and conditions set forth herein, the Lenders may, in their sole and absolute discretion, make advances (aeach, a “Protective Advance Loan”) to or on behalf of the Borrower or its applicable Subsidiary or Controlled JV Subsidiary from time to time on any Business Day, solely to cure a default under Mortgage Indebtedness with an outstanding principal amount in excess of the Mortgage Debt Threshold Amount in the aggregate (the "Applicable Mortgage Indebtedness") (and for the avoidance of doubt, no such cure may be made with respect to any Mortgage Indebtedness with an aggregate outstanding principal amount equal to or less than the Mortgage Debt Threshold Amount); provided, however, that the Administrative Agent shall give Borrower ten (10) Business Days’ prior written notice prior to making a Protective Advance Loan, which notice shall specify (i) Subject the amount of the Protective Advance Loan, (ii) the funding date of the Protective Advance Loan, which shall be a Business Day, and (iii) a reasonably detailed description of the default and the Applicable Mortgage Indebtedness to be paid with the proceeds of the Protective Advance Loan. If, prior to such funding date the Borrower pays or cures such default or obtains a Forbearance Agreement in respect thereof or provides other adequate assurances to the limitations set forth belowsatisfaction of the Administrative Agent, the Administrative Agent is authorized by will not advance the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”)Advance Loan; provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US event the Forbearance Agreement obtained or other assurances provided with respect to such default terminate or expire while the applicable default is continuing under such Applicable Mortgage Indebtedness, or if, notwithstanding any such Forbearance Agreement or other assurances, the creditor under the Applicable Mortgage Indebtedness is or becomes entitled to accelerate the Applicable Mortgage Indebtedness or enforce its rights in the collateral therefor, the Administrative Agent may advance Protective Advance made by Loans pursuant to this Section 2.01(c) without regard to this sentence and (ii) without the prior written consent of the Administrative Agent, each US Revolving Lender the Loan Parties shall be deemednot, without further and shall cause their Subsidiaries and Controlled JV Subsidiaries not to, following such default, enter into, consent to or otherwise acquiesce to any agreement, arrangement, action by any party heretoor proceeding whereby the secured creditors under such Applicable Mortgage Indebtedness take exclusive control or possession of, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warrantydispose of, an undivided interest and participation or exercise their rights as a secured creditor in, collateral for such Applicable Mortgage Indebtedness, in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse full or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,partial satisfaction thereof.

Appears in 2 contracts

Samples: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation)discretion, to make Loans Advances to the US Borrower, on behalf of Domestic Borrower (or to direct the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization Canadian Correspondent Lender to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and or to direct the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), UK Correspondent Lender to make Loans Advances to the Canadian a UK Borrower), on behalf of all Canadian Revolving of the Lenders, in an aggregate amount outstanding at any time not to exceed the Dollar Equivalent of $5,000,000, which the Canadian Administrative Agent, in its Permitted Discretionreasonable business judgment, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “Canadian Protective Advances”); provided that, the no Protective Advance shall cause any Lender’s Credit Exposure to exceed its aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further thatCommitment, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Aggregate Domestic Exposure shall not to exceed the aggregate Aggregate Commitment, the Aggregate Canadian Revolving CommitmentsExposure to exceed the Aggregate Canadian Commitment, or the Aggregate UK Exposure to exceed the Aggregate UK Commitment. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfiedsatisfied except for Section 4.2(b). The Canadian Protective Advances made to the Domestic Borrower, the Canadian Borrower and the UK Borrowers, as the case may be, shall be secured by the Liens in favor of the Agent, the Canadian Collateral Agent Correspondent Lender, or the UK Correspondent Lender, as the case may be, in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian All Protective Advances may be made in Dollars or C$ and shall be Floating Rate Advances (Aexcept in the UK, which Advances shall consist of UK Fixed Rate Advances) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization and are subject to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent settlement provisions set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f)2.19. (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 2 contracts

Samples: Credit Agreement (Park Ohio Holdings Corp), Credit Agreement (Park Ohio Industries Inc/Oh)

Protective Advances. (a) (i) Subject to the limitations set forth below, the The Administrative Agent is authorized by the US Borrower and the US Revolving Lendersshall be authorized, from time to time in the Administrative Agent’s its sole discretion (but shall have absolutely with no obligation), (i) after the occurrence and during the continuation of an Event of Default or (ii) at any time that all conditions in Section 4.02 are not satisfied, to make Loans (“Protective Advances”) in an aggregate principal amount outstanding not to the US Borrower, on behalf exceed 5.0% of the US Revolving LendersCommitment at any time, which if the Administrative AgentAgent deems, in its Permitted DiscretionReasonable Credit Judgment, deems that such are Loans necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iii) to enhance the likelihood of, collectability or maximize the amount of, repayment of the US Loans and other Obligations of the US Borroweror, or (iv) to pay any other amount amounts chargeable to or required to be paid by the US Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.03) and (it being understood that the Administrative Agent shall not be entitled to make Protective Advances for other sums payable under amounts chargeable to the Loan Documents Parties, including payment of costs, fees and expenses, without the Company’s written consent unless an Event of Default shall have occurred and is continuing). Subject to the following paragraph, each Lender shall participate in Protective Advances on a pro rata basis. Required Lenders may prospectively revoke Administrative Agent’s ability to make such Protective Advances by written notice to Administrative Agent. All Protective Advances shall constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Rate and the Default Rate under Section 2.09(b)(i). Each Protective Advance shall be payable on demand. (b) Notwithstanding anything contained in this Agreement or any of other Loan Document, no Protective Advance may be made by Administrative Agent if (i) such Loans are herein referred to as “US Protective Advances”); provided that, advance would cause the aggregate principal amount of US all Protective Advances outstanding to exceed 5.0% of the aggregate Commitments or (ii) after giving effect to such Protective Advance, Total Outstandings at any time shall not at any such time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Commitments. (c) Each Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to on the Collateral and shall constitute US Secured Obligations hereunder. All US The making of a Protective Advances Advance on any one occasion shall be ABR Borrowings. The not obligate the Administrative Agent’s authorization Agent to make US any Protective Advances may be revoked at Advance on any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereofother occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfiedsatisfied or waived, the Administrative Agent may request that the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance Advance, in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made and upon demand by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, fund such participation to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Agent.

Appears in 2 contracts

Samples: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not exceed, when aggregated with the amount of any Overadvances outstanding at any time exceed $15,000,000such time, ten percent (10%) of the Aggregate Revolving Commitment at such time; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Credit Agreement (Unisys Corp), Credit Agreement (Unisys Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0003,500,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure plus Ex-Im Exposure shall not exceed the aggregate US Revolving Commitments. US The Administrative Agent shall endeavor to give Borrower notice of any Protective Advance at the time any such Protective Advance is made. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans in Dollars to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) after the occurrence and during the continuance of an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) after the occurrence and during the continuance of an Event of Default, to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00020,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed an amount equal to the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Credit Agreement (TimkenSteel Corp), Credit Agreement (TimkenSteel Corp)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow and the Bankruptcy Court orders, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, thereof and (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required DIP Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. If such funds are not made available to Administrative Agent by such Xxxxxx, (ii) Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the ABR. From and after the date, if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (c) The Borrowers shall be required to repay each Protective Advance on the earlier of the Maturity Date and the date on which demand for payment is made by the Canadian Administrative Agent, each Canadian Revolving Lender . All Protective Advances shall be deemed, without further action by ABR Borrowings. The making of a Protective Advance on any party hereto, to have unconditionally and irrevocably purchased from one occasion shall not obligate the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian to make any Protective Advance in proportion to its Applicable Percentage,on any other occasion.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Bed Bath & Beyond Inc), Senior Secured Super Priority Debtor in Possession Term Loan Credit Agreement

Protective Advances. (aA) (i) Subject to the limitations set forth below, the The Administrative Agent is shall be authorized by the US each Borrower and the US Revolving Lenders, Lenders from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Base Rate Loans to the US Borrower, Borrowers on behalf of the US Revolving Lenders, Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent, in its Permitted Discretion, Agent deems necessary or desirable to (iia) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, thereof or (iiib) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”)Credit Exposure; provided that, that no Protective Advance shall cause the aggregate amount of US the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that10.0% of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure Overadvances existing at any time, shall not exceed 10.0% of the aggregate US Aggregate Revolving CommitmentsCredit Commitments then in effect. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 5.02 have not been satisfied. The US Each Lender shall participate in each Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunderAdvance on a ratable basis. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances Required Lenders may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon revoke the Administrative Agent’s receipt thereofauthority to make further Protective Advances to any or all Borrowers by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 5.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.01(c)(ii)(C). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fC) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its Applicable Percentage, “Ratable Share”) of such Protective Advance. Each Lender shall transfer (iia “Transfer”) in the case amount of a Canadian Protective Advance made by such Xxxxxx’s purchased interest and participation promptly when requested to the Canadian Administrative Agent, each Canadian Revolving Lender to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be deemedapplied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, without further action respectively. If any such amount is not transferred to the Administrative Agent by any party heretoLender on such Transfer Date, the Administrative Agent shall be entitled to have unconditionally and irrevocably purchased recover such amount on demand from such Lender together with interest thereon for each day from the Canadian date such payment was due until the date such amount is paid to the Administrative Agent without recourse or warrantyAgent, an undivided at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate. From and after the date, if any, on which any Lender is required to fund, and funds, its interest and participation in such Canadian any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Xxxxxx’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in proportion to its Applicable Percentage,respect of such Protective Advance.

Appears in 2 contracts

Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Matrix Service Co)

Protective Advances. (aA) (i) Subject to the limitations set forth below, the The Administrative Agent is shall be authorized by the US each Borrower and the US Revolving Lenders, Lenders from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Base Rate Loans to the US Borrower, Borrowers on behalf of the US Revolving Lenders, Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent, in its Permitted Discretion, Agent deems necessary or desirable to (iia) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, thereof or (iiib) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”)Credit Exposure; provided that, that no Protective Advance shall cause the aggregate amount of US the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that10.0% of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure Overadvances existing at any time, shall not exceed 10.0% of the aggregate US Aggregate Revolving CommitmentsCredit Commitments then in effect. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 5.02 have not been satisfied. The US Each Lender shall participate in each Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunderAdvance on a ratable basis. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances Required Lenders may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon revoke the Administrative Agent’s receipt thereofauthority to make further Protective Advances to any or all Borrowers by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 5.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.01(c)(ii)(C). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fC) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its Applicable Percentage, (ii“Ratable Share”) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,such

Appears in 2 contracts

Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)

Protective Advances. (a) (i) Subject to the limitations set forth below, the ABL Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the ABL Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the ABL Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005% of Maximum Availability at such time; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US unused Revolving CommitmentsCommitments and provided further that no Protective Advance may remain outstanding for more than ninety (90) days. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral ABL Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Base Rate Borrowings. The ABL Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the ABL Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the ABL Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the ABL Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the ABL Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the ABL Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the ABL Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian ABL Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp), Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US each Borrower and the US Revolving Lenders, each Lender from time to time in the Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make Loans to the US Borrower, any North American Borrower on behalf of the US Initial Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding Lenders at any time shall not at that any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions condition precedent set forth in Section 4.02 have has not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenderssatisfied or waived, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian relevant Revolving Loans and other relevant Secured Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Party. All Protective Advances outstanding at any time denominated in Dollars to the US Borrower shall not at any time exceed $750,000; provided further thatbe ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (i) the aggregate amount of outstanding Canadian Protective Advances plus and Overadvances would exceed 10% of the North American Borrowing Base, (ii) the Total Revolving Credit Exposure would exceed the Aggregate Commitment, (iii) the aggregate Canadian Initial Revolving Credit Exposure shall not of all Lenders would exceed the aggregate Canadian Aggregate North American Commitment, (iv) any Initial Revolving Commitments. Canadian Lender’s Initial Revolving Credit Exposure would exceed such Initial Revolving Lender’s Initial Commitment. (b) Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances Advance shall be secured by the Liens on the North American Collateral in favor of the Canadian Collateral Administrative Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations a North American Obligation hereunder. Canadian Each Protective Advances may be made in Dollars or C$ and Advance shall be repaid by the applicable Borrower upon the earliest of (Ai) ABR Borrowings if made in Dollars or demand by the Administrative Agent, (Bii) Canadian Prime Rate Borrowings if made in C$the next succeeding Maturity Date and (iii) the date that is thirty (30) days after such Protective Advance is made. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and The making of a Protective Advance on any one occasion shall become effective prospectively upon not obligate the Canadian Administrative Agent’s receipt thereofAgent to make any Protective Advance on any other occasion. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Canadian Administrative Agent may request the Canadian Initial Revolving Lenders to make a Canadian an Initial Revolving Loan to repay a Canadian any Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Initial Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made and, upon demand by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, fund such participation to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Agent.

Appears in 2 contracts

Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agentbe authorized, in its Permitted Discretionsole and absolute discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at or times that a Default or Event of Default exists or any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 3.2 hereof have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization , to make US Protective Advances may be revoked Revolver Loans that are Base Rate Loans to Borrowers in an aggregate amount outstanding at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiednot to exceed $5,000,000, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject but only to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative extent that Agent, in the exercise of its Permitted Discretionbusiness judgment, deems the funding of such Loans (herein called “Protective Advances”) to be necessary or desirable (i) to preserve or protect the Canadian Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, feesfees and expenses, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any all of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian which Protective Advances shall be deemed part of the Obligations and secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be treated for all purposes of this Agreement (Aincluding Section 2.22) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, however, that the Requisite Lenders may at any time revoke Agent’s authorization to make Canadian any such Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and written notice to Agent, which shall become effective prospectively upon the Canadian Administrative and after Agent’s actual receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfiedAbsent such revocation, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time determination that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving is required for any such purposes shall be conclusive. Each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation participate in such US each Protective Advance in proportion an amount equal to its Applicable PercentagePro Rata share of the Revolving Commitments. Notwithstanding the foregoing, (ii) the maximum amount of Protective Advances outstanding at any time, when added to the aggregate of Revolving Loans, LC Obligations and Out-of-Formula Loans outstanding at such time, shall not exceed the total of the Revolving Commitments. Nothing in this Section 2.2 shall be construed to limit in any way the amount of Extraordinary Expenses that may be incurred by Agent and that Borrowers shall be obligated to reimburse to Agent as provided in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Credit Documents.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in the Administrative Agent’s sole discretion (but shall have has absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretiondiscretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Floorplan Advances and the Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provided provided, further that, the aggregate amount of Revolving Exposure (including outstanding US Protective Advances plus the aggregate US Credit Exposure Advances) shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.25(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Pro Rata Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.), Revolving Loan Credit Agreement (Forum Merger Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion Permitted Discretion (but shall have absolutely no obligationobligation to), after the occurrence and during the continuance of a Default or an Event of Default, to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerFinance Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, as of the aggregate amount date of US the making of any Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further thatAdvance, the aggregate amount of outstanding US Protective Advances plus shall not exceed 5% of the aggregate US Credit Exposure Commitments outstanding as of such date; provided further that the Revolving Outstandings at any time shall not exceed the aggregate US Revolving CommitmentsCommitted Amount. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Finance Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBase Rate Loans. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability (i) the amount equal to (A) the Line Cap minus (B) the Revolving Outstandings (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Revolving Commitment Percentage of all outstanding Revolving Loans) exceeds the amount of any Protective Advance and (ii) the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.18(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Revolving Commitment Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender such Lender’s Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance (ii) appropriately adjusted, in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party heretointerest payments, to have unconditionally reflect the period of time during which such Lender’s participating interest was outstanding and irrevocably purchased from funded and, in the Canadian Administrative Agent without recourse or warrantycase of principal and interest payments, an undivided to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest and participation in such Canadian on all Protective Advance in proportion to its Applicable Percentage,Advances then due).

Appears in 2 contracts

Samples: Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving Lendersall Lenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iix) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiy) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (ivz) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any of such Loans are herein referred to as “US outstanding Protective Advances); provided that, the aggregate principal amount of US Protective Advances outstanding at any time shall not at any time hereunder would exceed $15,000,000five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; and provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit of all other Revolving Exposure shall not exceed the aggregate US Revolving total Commitments. US No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedsatisfied or waived. The US Each Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Revolving Facility Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Revolving Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Credit Agreement (Neiman Marcus, Inc.), Credit Agreement (Neiman Marcus, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US U.S. Borrower or the Canadian Borrower, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that (A) the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate principal amount of outstanding US Protective Advances plus shall not, at any time, exceed (x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate US Credit outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect and (B) no Protective Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall not exceed the aggregate US Revolving Commitmentssuch Lender’s Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBorrowings (if in Dollars) or Canadian Prime Rate Borrowings (if in Canadian Dollars), as applicable. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 2 contracts

Samples: Credit Agreement (Standard Motor Products, Inc.), Credit Agreement (Standard Motor Products Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the ABL Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the ABL Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make ABL Revolving Loans to the US Borrower, on behalf of the US all Revolving Lenders, which the ABL Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such ABL Revolving Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005% of Maximum Revolving Availability at such time; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US unused Revolving CommitmentsCommitments and provided further that no Protective Advance may remain outstanding for more than ninety (90) days. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral ABL Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Base Rate Borrowings. The ABL Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Required Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the ABL Administrative Agent’s receipt thereof. At any time that there is sufficient US Revolving Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the ABL Administrative Agent may request the US Revolving Lenders to make a US an ABL Revolving Loan to repay a US Protective Advance. At any other time the ABL Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the ABL Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the ABL Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Revolving Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the ABL Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian ABL Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerLoans, on behalf of all Lenders, at the US Revolving Lendersrequest of Administrative Borrower or otherwise in its Permitted Discretion, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, L/C Disbursements, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time time, which were made pursuant to clauses (i), (ii) and (iii) above, shall not cause the Aggregate Revolving Credit Exposure to exceed the aggregate Commitment of all Lenders and shall not at any time exceed $15,000,000; provided further that, 5,000,000 in the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitmentsaggregate. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.01 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.01 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.24(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable PercentagePro Rata Percentage of the Aggregate Revolving Credit Exposure. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Revolving Credit Agreement (Maxxam Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (ivii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); ): provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; 5,000,000: provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(6). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance Advance. (c) Protective Advances may be made only in proportion to its Applicable Percentage,dollars.

Appears in 1 contract

Samples: Credit Agreement (Lapeyre James M Jr)

Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US U.S. Borrower and/or the Canadian Borrower, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, without the aggregate amount consent of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further thatthe Required Lenders, the aggregate principal amount of outstanding US Protective Advances plus shall not, at any time, exceed $25,000,000. Subject to Section 9.20, the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured U.S. Obligations or Canadian Obligations, as applicable, hereunder. All US Protective Advances shall be in U.S. Dollars and ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.20) received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0004,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Bluestem Brands, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US outstanding Protective Advances outstanding shall not, at any time shall not at any time time, exceed $15,000,000(x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US The Administrative Agent shall promptly notify the Borrowers and Lenders of any such Protective Advances. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied; provided, that, any such Protective Advance shall not, itself, result in a Default hereunder. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereofthereof and the Administrative Agent shall promptly notify the Borrowers of any such revocation. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b).. NAI-1500544456v14 42 (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time during the Availability Period, in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), ) to make Loans in dollars to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or amounts required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US Protective Advances outstanding at any time shall not exceed (i) $30,000,000 in the aggregate or (ii) together with the aggregate principal amount of Overadvances outstanding at any such time exceed pursuant to Section 2.05, $15,000,00045,000,000 in the aggregate; provided further thatthat no Protective Advance may be made if, the aggregate amount of outstanding US Protective Advances plus the aggregate US after giving effect thereto, any Lender’s Credit Exposure shall not exceed the aggregate US its Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan Loans to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations as described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian The Administrative Agent may by notice given not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of any Protective Advance outstanding. Such notice shall specify the aggregate principal amount of the Protective Advance in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Protective Advance. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and in any event, if such notice is authorized received by 12:00 p.m., New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligationimmediately succeeding Business Day), to make Loans the Administrative Agent such Lender’s Applicable Percentage of such Protective Advance. Each Lender acknowledges and agrees that its obligation to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, acquire participations in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Protective Advances pursuant to the terms of this Agreementparagraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including payments nonsatisfaction of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances 4.02, the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be secured made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). From and after the date, if any, on which any Lender has paid in full for its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Liens in favor of the Canadian Collateral Administrative Agent in respect of such Protective Advance; provided that any such payment or proceeds so distributed shall be repaid to the Administrative Agent if and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars extent such payment or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there proceeds is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by refunded to the UK Borrower Borrowers for any reason. The purchase of participations in any Protective Advance pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time paragraph shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure constitute a Loan and shall not exceed relieve the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor Borrowers of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan their obligation to repay a UK such Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Credit Agreement (Ascena Retail Group, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not exceed, when aggregated with the amount of any Overadvances outstanding at any time exceed $15,000,000such time, ten percent (10%) of the Aggregate Revolving Commitment at such time; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Unisys Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time time, upon obtaining the approval of each Co-Collateral Agent in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, and each Co-Collateral Agent in its their Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the ABL Priority Lien Collateral owned by of the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US total Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor favour of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Canadian Prime Rate Borrowings or Base Rate Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving LendersLenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. The Administrative Agent may, (ii) at any time, request the Revolving Lenders to fund their participation. From and after the date, if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Catalyst Paper Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US "Protective Advances"); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0003,000,000; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s 's authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Acorda Therapeutics Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the US Administrative Agent is authorized by each of the US Borrower Borrowers, and the US Revolving Lenders, from time to time in the US Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the US Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by under the US Loan PartiesCollateral Documents, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerBorrowers, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as "Protective US Advances"); provided that, the aggregate amount of Protective US Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the Total Revolving Commitments; provided further that, the aggregate amount of outstanding Protective US Advances plus the aggregate US Revolving Exposure shall not exceed the aggregate unused Total Revolving Commitments. The US Protective Advances shall be secured by the Liens in favor of the US Administrative Agent in and to the Collateral under the US Collateral Documents and shall constitute Obligations of the US Borrowers hereunder. The Administrative Agent's authorization to make Protective US Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the US Administrative Agent's receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the US Administrative Agent may request the Lenders to make a US Revolving Loan to repay a Protective US Advance. At any other time the US Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the European Administrative Agent is authorized by the UK Borrowers and the Lenders, from time to time in the European Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the UK Borrowers, on behalf of all Lenders, which the European Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral under the UK Collateral Documents, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrowers, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as "Protective UK Advances"); provided that, the aggregate amount of Protective UK Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the UK Revolving Sublimits; provided further that, the aggregate amount of outstanding Protective UK Advances plus the aggregate UK Revolving Exposure shall not exceed the aggregate unused UK Revolving Sublimits. The Protective UK Advances shall be secured by the Liens in favor of the European Administrative Agent in and to the Collateral under the UK Collateral Documents and shall constitute Obligations hereunder. The European Administrative Agent's authorization to make Protective UK Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the European Administrative Agent's receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the European Administrative Agent may request the Lenders to make a UK Revolving Loan to repay a Protective UK Advance. At any other time the European Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(e). Notwithstanding the foregoing, or any other provision of this Agreement, the funding of any Protective UK Advances, or any other sums to be funded by the European Administrative Agent hereunder or under any of the other Loan Documents, may be made by any branch of the US Administrative Agent located in England and Wales or Scotland. (c) Subject to the limitations set forth below, the European Administrative Agent is authorized by the Belgian Borrower and the Lenders, from time to time in the European Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the Belgian Borrower, on behalf of all Lenders, which the European Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral under the Belgian Collateral Documents, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Belgian Revolving Loans and other Obligations of the Belgian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Belgian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US "Protective Belgian Advances"); provided that, the aggregate amount of US Protective Belgian Advances outstanding at any time shall not at any time exceed $15,000,000an amount equal to 10% of the Belgian Revolving Sublimits; provided further that, the aggregate amount of outstanding US Protective Belgian Advances plus the aggregate US Credit Belgian Revolving Exposure shall not exceed the aggregate unused Belgian Revolving Sublimits. The Protective Belgian Advances shall be secured by the Liens in favor of the European Administrative Agent in and to the Collateral under the Belgian Collateral Documents and shall constitute Obligations hereunder. The European Administrative Agent's authorization to make Protective Belgian Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the European Administrative Agent's receipt thereof. At any time that there is sufficient Belgian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the European Administrative Agent may request the Lenders to make a Belgian Revolving Loan to repay a Protective Belgian Advance. At any other time the European Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(g). Notwithstanding the foregoing, or any other provision of this Agreement, the funding of any Protective Belgian Advances, or any other sums to be funded by the European Administrative Agent hereunder or under any of the other Loan Documents, may be made by any branch of the US Revolving Commitments. US Administrative Agent located in England and Wales or Scotland or Belgium. (d) Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective UK Advance by the European Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the European Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective UK Advance in proportion to its Applicable UK Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective UK Advance purchased hereunder, the European Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable UK Percentage of all payments of principal and interest and all proceeds of UK Collateral received by the European Administrative Agent in respect of such Protective UK Advance. (iif) in Upon the case making of a Canadian Protective US Advance made by the Canadian US Administrative AgentAgent (whether before or after the occurrence of a Default), each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian US Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective US Advance in proportion to its Applicable Percentage,. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the US Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the US Administrative Agent in respect of such Protective US Advance. (g) Upon the making of a Protective Belgian Advance by the European Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the European Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Belgian Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Belgian Advance purchased hereunder, the European Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Belgian Collateral received by the European Administrative Agent in respect of such Protective Belgian Advance.

Appears in 1 contract

Samples: Credit Agreement (Calgon Carbon Corporation)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving LendersLenders to, from time to time in the Administrative Agent’s sole discretion (but Agent shall not have absolutely no obligationany obligation to), to make Loans disbursements and advances to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0311.04) and other sums payable under the Loan Documents (any of such Loans loans are herein referred to as “US Protective Advances”); provided that, that after giving effect to the aggregate amount making of US a Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, Advance the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments$2,000,000. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowingsaccrue interest at a per annum rate equal to the Base Rate plus the Applicable Margin plus, at all times after an Event of Default has occurred and is continuing, two percent (2%). The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable PercentagePercentage immediately prior to giving effect to the making of such Protective Advance, (ii) payable on demand of Agent. From and after the date, if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made by the Canadian Administrative Agentpurchased hereunder, each Canadian Revolving Lender Agent shall be deemedpromptly distribute to such Lender, without further action by any party hereto, to have unconditionally such Lender’s Applicable Percentage thereof of all payments of principal and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation all proceeds of Collateral received by Agent in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (FDO Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, Lenders which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower(other than Swap Obligations and Banking Services Obligations), or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005% of the Total Revolving Credit Commitments; provided further thatprovided, further, that the aggregate amount of outstanding US Protective Advances plus the aggregate US Revolving Credit Exposure of all Lenders shall not exceed the aggregate US Total Revolving Credit Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 Sections 5.1, 5.2 or 5.3 have not been satisfied. Proceeds of a Protective Advance shall not be disbursed to the Borrower or any other Loan Party and shall be applied in accordance with the terms of this Section 2.23. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBase Rate Loans. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Revolving Credit Availability and the conditions precedent set forth in Section 4.02 Sections 5.1, 5.2 and 5.3, if applicable, have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Credit Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.23(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance Advance, in proportion to its Applicable Revolving Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lendersall Lenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any of such Loans are herein referred to as “US outstanding Protective Advances); provided that, the aggregate principal amount of US Protective Advances outstanding at any time shall not at any time hereunder would exceed $15,000,000five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; and provided further that, that the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure total Revolving Exposures shall not exceed the aggregate US Revolving Aggregate Commitments. US No Protective Advance may remain outstanding for more than forty- five (45) days without the consent of the Required Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedsatisfied or waived. The US Each Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Abl Credit Agreement (Petco Holdings Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.03 ) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective AdvancesAdvances ”); provided that, the aggregate amount of US Protective Advances outstanding at any time time, when aggregated with the amount of Overadvances outstanding at such time, shall not at any time exceed $15,000,00010% of the Aggregate Commitment; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f)2.04(b) . (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made by purchased hereunder, the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warrantyshall promptly distribute to such Lender, an undivided such Lender’s Applicable Percentage of all payments of principal and interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,54

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans in Dollars to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) after the occurrence and during the continuance of an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) after the occurrence and during the continuance of an Event of Default, to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (TimkenSteel Corp)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US each Borrower and the US Revolving Lenders, each Lender from time to time in the Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make Loans to the US Borrower, any North American Borrower on behalf of the US Initial Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding Lenders at any time shall not at that any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions condition precedent set forth in Section 4.02 have has not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenderssatisfied or waived, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian relevant Revolving Loans and other relevant Secured Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Party. All Protective Advances outstanding at any time denominated in Dollars to the US Borrower shall not at any time exceed $750,000; provided further thatbe ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (i) the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not and Overadvances would exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor 10% of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereofNorth American Borrowing Base, (ii) to enhance the likelihood ofTotal Revolving Credit Exposure would exceed the Aggregate Commitment, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Initial Revolving Credit Exposure shall not of all Lenders would exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereofAggregate North American Commitment, (iiiv) to enhance the likelihood of, or maximize the amount of, repayment of the UAE any Initial Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Lender’s Initial Revolving Credit Exposure shall not would exceed the aggregate UAE such Initial Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f)Lender’s Initial Commitment. (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Abl Credit Agreement (Hayward Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion Permitted Discretion (but shall have absolutely no obligationobligation to), after the occurrence and during the continuance of a Default or an Event of Default, to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerFinance Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, as of the aggregate amount date of US the making of any Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further thatAdvance, the aggregate amount of outstanding US Protective Advances plus shall not exceed 5% of the aggregate US Credit Exposure Commitments outstanding as of such date; provided further that the Revolving Outstandings at any time shall not exceed the aggregate US Revolving CommitmentsCommitted Amount. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Finance Obligations hereunder. All US Protective Advances shall be ABR BorrowingsBase Rate Loans. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability (i) the amount equal to (A) the Line Cap minus (B) the Revolving Outstandings (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Revolving Commitment Percentage of all outstanding Revolving Loans) exceeds the amount of any Protective Advance and (ii) the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.18(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Revolving Commitment Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender such Lender’s Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance (ii) appropriately adjusted, in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party heretointerest payments, to have unconditionally reflect the period of time during which such Lender’s participating interest was outstanding and irrevocably purchased from funded and, in the Canadian Administrative Agent without recourse or warrantycase of principal and interest payments, an undivided to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest and participation in such Canadian on all Protective Advance in proportion to its Applicable Percentage,Advances then due). Table of Contents

Appears in 1 contract

Samples: Abl Credit Agreement (MKS Instruments Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0002,000,000; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving LendersLenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Charlotte's Web Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving LendersLenders (other than any Defaulting Lender or any Lender that is (or whose Affiliate is) the Administrative Agent). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Revolving Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Ethan Allen Interiors Inc)

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Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerU.S. Borrowers or the Canadian Borrowers, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that (i) the aggregate principal amount of US outstanding Protective Advances outstanding shall not, at any time shall not at any time time, exceed $15,000,000(x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further thatthat no Protective Advance shall be made if after giving effect thereto, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit any Lender’s Revolving Exposure shall not exceed the aggregate US Revolving Commitmentssuch Lender’s Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and Subject to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied9.21, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f).Advances (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.21) received by the Canadian Administrative Agent, each Canadian Revolving Agent in respect of such Protective Advance; provided that no Lender holding a Commitment shall be deemed, without further action by obligated in any party hereto, event to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, make Revolving Loans in an undivided interest and participation amount in such Canadian Protective Advance in proportion to excess of its Commitment minus its Applicable Percentage,Percentage (taking into account any reallocations under Section 2.20) of the LC Exposure of all outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is and the Collateral Agent are authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s each of their sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent or the Collateral Agent, in its such Person’s Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, LC Disbursements, fees, reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that no Protective Advance shall cause the aggregate amount sum of US Protective Advances outstanding at any time shall not at any time the total Revolving Credit Exposures to exceed $15,000,000the Revolving Commitment; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure outstanding at any time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed the aggregate US Revolving Commitmentslesser of (a) $10,000,000 and (b) 3% of the Borrowing Base. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s and Collateral Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent or the Collateral Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent or the Collateral Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.05(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent or the Collateral Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent or the Collateral Agent, as applicable, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable PercentagePercentage of the Revolving Commitment. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Revolving Credit Agreement (Talecris Biotherapeutics Holdings Corp.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretiondiscretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0005.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provided provided, further that, the aggregate amount of Revolving Exposure (including outstanding US Protective Advances plus the aggregate US Credit Exposure Advances) shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.25(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Pro Rata Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (CDW Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other past due amount chargeable to or that is required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, (x) a Protective Advance may only be made during the existence of an Event of Default, (y) the aggregate amount of US Protective Advances and Overadvances, collectively, outstanding at any time shall not at any time exceed $15,000,000; provided further that10% of the Aggregate Revolving Commitment, and (z) the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied, there being no obligation of any Loan Party to satisfy such conditions in connection with a Protective Advance. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Cactus, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerApplicable Borrower(s), on behalf of the US all Applicable Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Applicable Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans with respect to U.S. Borrowers, are herein referred to as “US U.S. Protective Advances” and any such Loans with respect to Canadian Borrower, the “Canadian Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; and provided further that, upon making such Protective Advance (A) the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving Commitment, (B) the U.S. Revolving Exposure after giving effect to the U.S. Protective Advances shall not exceed the U.S. Revolving Commitments, and (C) the Canadian Revolving Exposure after giving effect to the Canadian Protective Advances shall not exceed the Canadian Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunderor Canadian Secured Obligations, as applicable. All US Protective Advances shall be ABR Base Rate Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving LendersLenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Aggregate Availability, U.S. Availability and/or Canadian Availability, as applicable, and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Applicable Revolving Lenders to make a US an applicable Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Applicable Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Applicable Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Applicable Revolving Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Nine Energy Service, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans in Dollars to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) after the occurrence and during the continuance of an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) after the occurrence and during the continuance of an Event of Default, to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed an amount equal to the aggregate US Revolving CommitmentsAggregate Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Credit Agreement (TimkenSteel Corp)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0001,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving unused Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Coolbrands International Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent Agent, by and through an Affiliate, is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make additional Loans to the US Borrower, Borrowers on behalf of itself and the US Revolving other Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreementthe Loan Documents, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that (i) the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate principal amount of outstanding US Protective Advances plus shall not, at any time, exceed ten percent (10%) of the aggregate US Credit Exposure shall not exceed Aggregate Commitments (as in effect immediately prior to the aggregate US Revolving Commitments. US Protective Advances may be made even if making of the conditions precedent set forth in Section 4.02 have not been satisfiedClosing Date Term Loans). The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be in U.S. Dollars and ABR BorrowingsLoans (or at the Administrative Agent’s option Term SOFR Rate Loans). The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan Delayed Draw Term Loans to repay a US Protective AdvanceAdvance (but without any requirement for a request or other information from a Borrower for such Loan). At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f).the (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Big Lots Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agentauthorized, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or at any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay time that any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described condition in Section 9.03) 6 as to any Facility is not satisfied, upon prior written notice to Borrower Agent and other sums payable consultation with Borrower Agent, to make Base Rate Loans under a Facility (in the Loan Documents (any case of such Loans are herein referred to as Belgian Borrowers, “Belgian Protective Advances”, in the case of such Loans to Luxembourg Borrowers, “Luxembourg Protective Advances”, and in the case of such Loans to US Borrowers, “US Protective Advances”); provided that, the aggregate amount of US and collectively “Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Advances”) which Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable in its Permitted Discretion (i) to preserve or protect the Canadian any Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount amounts chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreementany Loan Party under any Loan Documents, including payments of reimbursable expenses (including interest, costs, feesfees and expenses, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided provided, that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, (A) the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian US Protective Advances shall be secured by the Liens in favor not, at any time, exceed ten percent (10%) of the Canadian Collateral Agent in and US Loan Limit or when added to the Collateral owned by US Revolver Usage, the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or aggregate US Commitments, (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative the aggregate amount of outstanding Belgian Protective Advances shall not, at any time, exceed ten percent (10%) of the Belgian Loan Limit or when added to the Belgian Revolver Usage, the aggregate Belgian Commitments, and (C) the aggregate amount of outstanding Luxembourg Protective Advances shall not, at any time, exceed ten percent (10%) of the Luxembourg Loan Limit or when added to the Luxembourg Revolver Usage, the aggregate Luxembourg Commitments. (b) Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any Lenders shall participate on a Pro Rata basis in Protective Advances outstanding from time that there is sufficient Canadian Availability to time and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders Lender to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank Londonfund, in its Permitted Discretionthe currency in which the applicable Protective Advance was denominated, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding their participation. Required Lenders may at any time shall not at any time exceed $5,000,000; provided revoke Agent’s authority to make further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitmentsunder clause (a) by written notice to Agent. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in DollarsAbsent such revocation, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time determination that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making funding of a Protective Advance (whether before or after the occurrence is appropriate shall be conclusive. No funding of a Default), (i) in the case of a US Protective Advance made shall constitute a waiver by the Administrative Agent, each US Revolving Lender Agent or Lenders of any Event of Default relating thereto. No Loan Party shall be deemed, without further action by a beneficiary of this Section nor authorized to enforce any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to of its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,terms.

Appears in 1 contract

Samples: Loan and Security Agreement (Computer Task Group Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers in dollars or Euros, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US any Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate USD Equivalent (measured at the time of each Protective Advance) amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; provided further that, the aggregate USD Equivalent amount of outstanding US Protective Advances plus the aggregate US Aggregate Credit Exposure shall not exceed the aggregate US sum of the total Revolving Commitments; provided further that, the USD Equivalent of any Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances with respect to the US Borrower shall be secured by liens in favor of the Administrative Agent for the benefit of itself, the Issuing Lenders and the Lenders on and to the US Collateral and shall constitute Obligations of the US Borrower. Protective Advances with respect to the Netherlands Borrower shall be secured by the Liens in favor of the US Collateral Administrative Agent for the benefit of itself, the Issuing Lenders and the Lenders in and to the Collateral and shall constitute US Secured Obligations of the Netherlands Borrower hereunder. All US Protective Advances shall be ABR Borrowingsbe, in the case of a Borrowing made in dollars, CBFR Borrowings and, in the case of a Borrowing made in Euros, bear interest at an interest rate reasonably determined by the Administrative Agent to compensate the applicable Lenders for such Borrowing in Euros for the applicable period. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability with respect to the Borrower on whose behalf a Protective Advance was made and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to such Borrower (including, with respect to the Netherlands Borrower, pursuant to the Revolving Netherlands Sublimit) to repay a US such Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Libbey Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving LendersRequired Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Flowco Holdings Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans in Dollars to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, (x) the aggregate amount of US Protective Advances plus the aggregate amount of Overadvances outstanding at any time shall not at any time exceed $15,000,00065,000,000; provided further that(y) no Protective Advance shall cause any Lender’s Revolving Exposure to exceed such Lender’s Commitment, and (z) the aggregate amount of outstanding US Aggregate Revolving Exposure, after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made, shall not exceed the aggregate US Revolving Aggregate Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (G Iii Apparel Group LTD /De/)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.0310.3) and other sums payable under the Loan Credit Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0007,000,000; provided further that, after giving effect to the making of any Protective Advances, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 3.2 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by 100% of the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Excess Availability (disregarding any Revolving Exposure related to Protective Advances) and the conditions precedent set forth in Section 4.02 3.2 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.4(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance (ii) appropriately adjusted, in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party heretointerest payments, to have unconditionally reflect the period of time during which such Lender’s participating interest was outstanding and irrevocably purchased from funded and, in the Canadian Administrative Agent without recourse or warrantycase of principal and interest payments, an undivided to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal and interest and participation in such Canadian on all Protective Advance in proportion to its Applicable Percentage,Advances then due).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US U.S. Borrower and/or the Canadian Borrower, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, without the aggregate amount consent of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further thatthe Required Lenders, the aggregate principal amount of outstanding US Protective Advances plus shall not, at any time, exceed $25,000,000. Subject to Section 9.20, the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured U.S. Obligations or Canadian Obligations, as applicable, hereunder. All US Protective Advances shall be ABR Borrowingsin U.S. Dollars and bear interest as provided in Section 2.13. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.20) received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Term Credit Agreement (Designer Brands Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerU.S. Borrowers or the Canadian Borrowers, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that (i) the aggregate principal amount of US outstanding Protective Advances outstanding shall not, at any time shall not at any time time, exceed $15,000,000(x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further thatthat no Protective Advance shall be made if after giving effect thereto, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit any Lender’s Revolving Exposure shall not exceed the aggregate US Revolving Commitmentssuch Lender’s Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Subject to Section 9.21, the Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured U.S. Obligations or Canadian Obligations, as applicable, hereunder. All US Protective Advances shall be in U.S. Dollars and ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability the making of such Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.21) received by the Canadian Administrative Agent, each Canadian Revolving Agent in respect of such Protective Advance; provided that no Lender holding a Commitment shall be deemed, without further action by obligated in any party hereto, event to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, make Revolving Loans in an undivided interest and participation amount in such Canadian Protective Advance in proportion to excess of its Commitment minus its Applicable Percentage,Percentage (taking into account any reallocations under Section 2.20) of the LC Exposure of all outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US U.S. Borrower and/or the Canadian Borrower, as applicable, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Partiesapplicable Collateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US applicable Loans and other Obligations of the US Borrowerapplicable Obligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, without the aggregate amount consent of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further thatthe Required Lenders, the aggregate principal amount of outstanding US Protective Advances plus shall not, at any time, exceed $25,000,000. Subject to Section 9.20, the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the applicable Collateral and shall constitute US Secured U.S. Obligations or Canadian Obligations, as applicable, hereunder. All US Protective Advances shall be ABR Borrowingsin U.S. Dollars and bear interest as provided in Section 2.13. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.20) received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance. SECTION 2.05 [Reserved]. SECTION 2.06 [Reserved].

Appears in 1 contract

Samples: Term Credit Agreement (Designer Brands Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative and whether or not an Event of Default or a Default shall have occurred and be continuing, each of Collateral Agent and any Xxxxxxxxxx Lender is authorized by the US Borrower Company and the US Revolving Lenders, from time to time in the Administrative Agent’s such Person's sole discretion (but neither Collateral Agent nor any Xxxxxxxxxx Lender shall have absolutely no any obligation), to make Loans disbursements or advances to the US Borrower, on behalf of the US Revolving LendersCompany, which the Administrative Agentsuch Person, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretiondiscretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Company pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “Canadian "Protective Advances"); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 Article III have not been satisfied. The Canadian interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin for the Loans. Protective Advances by Collateral Agent shall not exceed $5,000,000 in the aggregate at any time without the prior consent of the Required Lenders and Protective Advances by the Xxxxxxxxxx Lenders shall not exceed $5,000,000 in the aggregate at any time without the prior consent of Required Lenders. Each Protective Advance shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall constitute Obligations hereunder which may be secured by the Liens in favor of the UK Collateral Agent in and charged to the Collateral owned by Loan Account in accordance with Section 2.15(f). Company shall pay the UK Loan Parties unpaid principal amount and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros all unpaid and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf accrued interest of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a each Protective Advance (whether before or after on the occurrence of a Default), (i) in the case of a US Protective Advance date on which demand for payment is made by the Administrative Collateral Agent or the Xxxxxxxxxx Lenders, as applicable. The Collateral Agent or the applicable Xxxxxxxxxx Lender, as applicable, shall notify each Agent, each US Revolving Lender and Company in writing of each such Protective Advance, which notice shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from include a description of the Administrative Agent without recourse or warranty, an undivided interest and participation in purpose of such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Financing Agreement (Global Geophysical Services Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, ratably on behalf of the US Revolving Lendersall Lenders in accordance with their respective Applicable Percentages, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, (x) the aggregate amount of US Protective Advances plus the aggregate amount of Overadvances outstanding at any time shall not at any time exceed $15,000,00045,000,000; provided further that(y) no Protective Advance shall cause any Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment, and (z) the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Aggregate Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.03 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.03 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (G Iii Apparel Group LTD /De/)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US outstanding Protective Advances outstanding shall not, at any time shall not at any time time, exceed $15,000,000(x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US The Administrative Agent shall promptly notify the Borrowers and Lenders of any such Protective Advances. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied; provided, that, any such Protective Advance shall not, itself, result in a Default hereunder. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR CBFR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereofthereof and the Administrative Agent shall promptly notify the Borrowers of any such revocation. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US "Protective Advances"); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Aggregate Credit Exposure shall not exceed the aggregate UK Revolving unused Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Administrative Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK All Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate ABR Borrowings. Chase Bank London’s The Administrative Agent's authorization to make UK Protective Advances may be revoked at any time by 100% of the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s the Administrative Agent's receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fb) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Tecumseh Products Co)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US each Borrower and the US Revolving Lenders, each Lender from time to time in the Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial Revolving Loans (any such Initial Revolving Loan made pursuant to this Section 2.06(a), a “Protective Advance”) to make Loans to the US Borrower, any North American Borrower on behalf of the US Initial Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding Lenders at any time shall not at that any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions condition precedent set forth in Section 4.02 have has not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenderssatisfied or waived, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian relevant Revolving Loans and other relevant Secured Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant North American Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Party. All Protective Advances outstanding at any time denominated in Dollars to the US Borrower shall not at any time exceed $750,000; provided further thatbe ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars to the Canadian Borrower shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (i) the aggregate amount of outstanding Canadian Protective Advances plus and Overadvances would exceed 10% of the North American Borrowing Base, (ii) the Total Revolving Credit Exposure would exceed the Aggregate Commitment, (iii) the aggregate Canadian Initial Revolving Credit Exposure shall not of all Lenders would exceed the aggregate Canadian Aggregate North American Commitment, (iv) any Initial Revolving CommitmentsLender’s Initial Revolving Credit Exposure would exceed such Initial Revolving Lender’s Initial Commitment. Canadian Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances Advance shall be secured by the Liens on the North American Collateral in favor of the Canadian Collateral Administrative Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations a North American Obligation hereunder. Canadian Each Protective Advances may be made in Dollars or C$ and Advance shall be repaid by the applicable Borrower upon the earliest of (Ai) ABR Borrowings if made in Dollars or demand by the Administrative Agent, (Bii) Canadian Prime Rate Borrowings if made in C$the next succeeding Maturity Date and (iii) the date that is thirty (30) days after such Protective Advance is made. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and The making of a Protective Advance on any one occasion shall become effective prospectively upon not obligate the Canadian Administrative Agent’s receipt thereofAgent to make any Protective Advance on any other occasion. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,133208524_1

Appears in 1 contract

Samples: Abl Credit Agreement (Hayward Holdings, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent Agent, in its capacity as Swing Line Lender, is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have with absolutely no obligation), to make Swing Line Loans to or for the US Borrower, on behalf account of the US Revolving Lenders, which Borrower that the Administrative Agent, in its Permitted Discretionreasonable discretion, deems necessary or desirable (iiA) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiB) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerSecured Obligations, or (ivC) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable any Loan Party under the Loan Documents (any of such Swing Line Loans are herein referred to as a US Protective AdvancesAdvance”); provided , notwithstanding that, the aggregate amount of US Protective Advances outstanding at after giving effect to any time shall not at any time exceed $15,000,000; provided further thatsuch Swing Line Loans, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not Revolving Facility Usage would exceed the aggregate US Revolving Facility Commitments. US Protective Advances may be made even if , the outstanding principal balance of all Swing Line Loans would exceed the Swing Line Commitment, or the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. (ii) If funding a Protective Advance would cause the Revolving Facility Usage (including all Protective Advances) to exceed the Revolving Facility Commitments or the Swing Line Loans to exceed the Swing Line Commitment, then the Administrative Agent in its capacity as a Revolving Facility Lender and the Swing Line Lender, in its sole discretion, may increase its Revolving Facility Commitment (and, concurrently, its Swing Line Commitment, if necessary) in an amount determined by the Administrative Agent to be sufficient to accommodate such Protective Advance and such future Protective Advances as the Administrative Agent may reasonably anticipate making (each, a “Protective Advance Commitment Increase”); provided, that the aggregate amount of Protective Advance Commitment Increases shall not exceed $50,000,000.00 at any time. The US In no event shall any such Protective Advance Commitment Increase modify or increase the Revolving Facility Commitment of any Lender other than the Revolving Facility Commitment (and Swing Line Commitment) of the Administrative Agent, in its capacities as a Revolving Facility Lender and the Swing Line Lender. In connection with any Protective Advance, the Borrower shall pay any and all fees imposed by the Administrative Agent in any Fee Letter or otherwise. (iii) All Protective Advances shall constitute Swing Line Loans hereunder and, as such, shall be Secured Obligations secured by all Collateral, shall bear interest and be payable as are all other Swing Line Loans and shall be subject to all terms and conditions applicable to Swing Line Loans set forth and described in this Section 2.3 and otherwise in this Agreement; provided, however, that each Protective Advance shall be repaid by the Liens Borrower on demand or, if no demand is made, within thirty (30) days after the funding thereof. (iv) Except as set forth in favor the next sentence, all Revolving Facility Lenders shall be obligated to make Revolving Facility Loans under Section 2.3(e) or to purchase participations under Section 2.3(f) in connection with Protective Advances in the same manner as so required with respect to all Swing Line Loans, so long as the making of any such Revolving Facility Loan or purchase of a participation does not cause the aggregate amount of Revolving Facility Loans or participations made or purchased by a Revolving Facility Lender to exceed the amount of its respective Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that the funding of any Protective Advance would cause the Revolving Facility Usage (including all Protective Advances) to exceed the Revolving Facility Commitments (such amount, the “Protective Advance Overage”), such Protective Advance Overage shall be for the sole account of the US Collateral Agent Administrative Agent, in its capacities as a Revolving Facility Lender and the Swing Line Lender, and no other Revolving Facility Lender shall be obligated to the Collateral and shall constitute US Secured Obligations hereunder. All US make Revolving Facility Loans under Section 2.3(e) or to purchase participations under Section 2.3(f) in connection with Protective Advances in connection with such Protective Advance Overage at any time, regardless of whether the Revolving Facility Usage (including all Protective Advances) is as of such date of determination less than the Revolving Facility Commitments. (v) The Administrative Agent shall not be ABR Borrowings. The required to obtain the consent of any Secured Party as a condition to making a Protective Advance or implementing a Protective Advance Commitment Increase, but the Administrative Agent’s authorization discretion to make US Protective Advances and implement Protective Advance Commitment Increases may be revoked at any time in writing by the Supermajority Revolving Required Lenders. Any No such revocation must shall affect any Lender’s obligations under Section 2.3 with respect to Protective Advances made prior to the effective date of the revocation. A Protective Advance Commitment Increase may be terminated at any time in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability sole discretion, whereupon the Revolving Facility Commitment and the conditions precedent set forth in Section 4.02 have been satisfied, Swing Line Commitment of the Administrative Agent may request shall be reduced by the US Revolving Lenders to make a US Revolving Loan to repay a US amount of such terminated Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f)Advance Commitment Increase. (bvi) Subject On the Maturity Date with respect to the limitations set forth belowRevolving Credit Facility, if not sooner repaid, the Canadian Administrative Agent is authorized by Borrower shall repay in full the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf outstanding principal amount of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at together with all accrued and unpaid interest and any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f)applicable fees. (cvii) Subject to In no event shall the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to Loan Party be paid by the UK Borrower pursuant to the terms deemed a beneficiary of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.032.3(h) and other sums payable under the Loan Documents (nor authorized to enforce any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f)its terms. (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Credit Agreement (Andersons, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s 's sole discretion (but shall have absolutely no obligation), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerBorrowers, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as "US Protective Advances”PROTECTIVE ADVANCES"); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s 's authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f4.2(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower Borrowers and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s 's sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian BorrowerBorrowers, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral owned by the Canadian CollateralLoan Parties, or any portion thereof, (ii2) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerBorrowers, or (iii3) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”"CANADIAN PROTECTIVE ADVANCES"); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,0002,500,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Revolving Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. All Canadian Protective Advances may be made in Dollars or C$ and shall be (A) Dollar Denominated and ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$Borrowings. The Canadian Administrative Agent’s 's authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s 's receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f4.2(b). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, and (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or the Canadian Administrative Agent (as applicable) shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent (as applicable) in respect of such Protective Advance.

Appears in 1 contract

Samples: Credit Agreement (Stewart & Stevenson Funding Corp.)

Protective Advances. The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time, to make ABR Loans or Eurocurrency, Daily Simple SOFR Loans or Term Benchmark Loans (with an Interest Period of one month’s duration) to the Borrowers (each such Loan, to the extent in respect of US Collateral (which shall, for purposes of this Section 2.10, include Mexican Collateral), a “US Protective Advance”, to the extent in respect of German Collateral, a “German Protective Advance” and, collectively, “Protective Advances”), (a) (i) Subject for all Protective Advances, in an aggregate amount, together with the aggregate amount of all Permitted Overadvances, not to exceed 10% of the limitations set forth belowAggregate Borrowing Base, (ii) for US Protective Advances, in an aggregate amount not to exceed 10% of the US Borrowing Base and (iii) for German Protective Advances, in an aggregate amount not to exceed 10% of the German Line Cap, in each case, if the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems such Protective Advances necessary or desirable (ii) to preserve or and protect the US Collateral owned by the US Loan Partiesor German Collateral, as applicable, or any portion thereof, (iii) to enhance the likelihood of, collectability or maximize the amount of, repayment of the US Loans and other applicable Obligations of the US Borrower, or (ivb) to pay any other amount amounts chargeable to or required to be paid by the US Borrower pursuant to the terms of this AgreementLoan Parties under any Loan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses (so long as described due and payable and not in Section 9.03) and other sums payable under dispute by the Loan Documents Lead Borrower (any of such Loans are herein referred to as “US Protective Advances”acting in good faith)); provided that, the aggregate amount of US in no event shall Protective Advances outstanding or such other payments be permitted to the extent such Protective Advance or such other payment would cause the total Aggregate Exposure to exceed the Aggregate Commitments. Each Lender shall participate in each Protective Advance in accordance with its Applicable Percentage. The Required Xxxxxxx may at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon revoke the Administrative Agent’s receipt thereofauthority to make further Protective Advances under clause (a) by written notice to the Administrative Agent. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiedAbsent such revocation, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time determination that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making funding of a Protective Advance is appropriate shall be conclusive. The Administrative Agent may use the proceeds of such Protective Advances to (whether before 1) protect, insure, maintain or after realize upon any US Collateral or German Collateral as applicable or (2) defend or maintain the occurrence validity or priority of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent’s Liens in any US Collateral or German Collateral, each US Revolving Lender shall be deemedas applicable, without further action by including any party heretopayment of a judgment, to have unconditionally and irrevocably purchased from insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Administrative Agent without recourse shall use reasonable efforts to notify the Lead Borrower prior to paying any such amount or warranty, an undivided interest taking any such action and participation shall not make payment of any item that is being contested in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action good faith by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse Borrower or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,any other Group Member.

Appears in 1 contract

Samples: Abl Credit Agreement (Clarios International Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not exceed, when aggregated with the amount of any Overadvances outstanding at any time exceed $15,000,000such time, ten percent (10%) of the Aggregate Revolving Commitment at such time; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon 2.04(b).Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Unisys Corp)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US each Borrower and the US Revolving Lenders, each Lender from time to time in the Administrative Agent’s its sole discretion (but shall have absolutely no obligationwithout any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to make Loans this Section 2.06(a), a “Canadian Protective Advance” and, together with any US Protective Advance together, the “Protective Advances”) to the US Borrower, any applicable Borrower on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment Lenders of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding relevant Class at any time shall not at that any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions condition precedent set forth in Section 4.02 have has not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenderssatisfied or waived, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, relevant Collateral -104- or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian relevant Revolving Loans and other relevant Secured Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including payments any payment of any reimbursable expenses expense (including costs, fees, and expenses as any expense described in Section 9.03) and any other sums amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Party. All Protective Advances outstanding at any time denominated in Dollars shall not at any time exceed $750,000; provided further thatbe ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (i) the aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the Borrowing Base, (ii) the Total Revolving Credit Exposure would exceed the Aggregate Commitment, (iii) in the case of a US Protective Advance, any Lender’s Initial US Revolving Credit Exposure would exceed such Lender’s Initial US Commitment or (iv) in the case of a Canadian Protective Advances plus the aggregate Advance, any Lender’s Initial Canadian Revolving Credit Exposure shall not would exceed the aggregate such Lender’s Initial Canadian Revolving Commitments. Canadian Commitment. (b) Each US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances Advance shall be secured by the Liens on the US Collateral in favor of the Canadian Collateral Administrative Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations a US Obligation hereunder. Each Canadian Protective Advances may Advance shall be made secured by the Liens on the Collateral in Dollars or C$ favor of the Administrative Agent and shall constitute a Canadian Obligation. Each Protective Advance shall be repaid by the applicable Borrower upon the earliest of (Ai) ABR Borrowings if made in Dollars or demand by the Administrative Agent, (Bii) Canadian Prime Rate Borrowings if made in C$the next succeeding Maturity Date and (iii) the date that is 30 days after such Protective Advance is made. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and The making of a Protective Advance on any one occasion shall become effective prospectively upon not obligate the Canadian Administrative Agent’s receipt thereofAgent to make any Protective Advance on any other occasion. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a an Initial US Revolving Loan or an Initial Canadian Revolving Loan Loan, as applicable, to repay a any US Protective Advance or Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f), respectively. (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), (i) in each Lender of the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender relevant Class shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance or Canadian Protective Advance, as applicable, in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made and, upon demand by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, fund such participation to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Agent.

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerBorrowers, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f4.2(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower Borrowers and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian BorrowerBorrowers, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral owned by the Canadian CollateralLoan Parties, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerBorrowers, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,0002,500,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Revolving Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.2 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. All Canadian Protective Advances may be made in Dollars or C$ and shall be (A) Dollar Denominated and ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$Borrowings. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f4.2(b). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, and (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or the Canadian Administrative Agent (as applicable) shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent (as applicable) in respect of such Protective Advance.

Appears in 1 contract

Samples: Credit Agreement (Stewart & Stevenson LLC)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time during the Availability Period, in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), ) to make Loans in dollars to the US BorrowerBorrowers, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or amounts required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to as “US Protective Advances”); provided that, that the aggregate principal amount of US Protective Advances outstanding at any time shall not exceed (i) $30,000,000 in the aggregate or (ii) together with the aggregate principal amount of Overadvances outstanding at any such time exceed pursuant to Section 2.05, $15,000,00045,000,000 in the aggregate; provided further thatthat no Protective Advance may be made if, after giving effect thereto, the aggregate amount sum of outstanding US Protective Advances plus the aggregate US any Lender’s Credit Exposure and Pre-Petition Credit Exposure shall not exceed the aggregate US its Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan Loans to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations as described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian The Administrative Agent may by notice given not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of any Protective Advance outstanding. Such notice shall specify the aggregate principal amount of the Protective Advance in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Protective Advance. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and in any event, if such notice is authorized received by 12:00 p.m., New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligationimmediately succeeding Business Day), to make Loans the Administrative Agent such Lender’s Applicable Percentage of such Protective Advance. Each Lender acknowledges and agrees that its obligation to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, acquire participations in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Protective Advances pursuant to the terms of this Agreementparagraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including payments nonsatisfaction of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances 4.02, the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be secured made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). From and after the date, if any, on which any Lender has paid in full for its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Liens in favor of the Canadian Collateral Administrative Agent in respect of such Protective Advance; provided that any such payment or proceeds so distributed shall be repaid to the Administrative Agent if and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars extent such payment or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there proceeds is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by refunded to the UK Borrower Borrowers for any reason. The purchase of participations in any Protective Advance pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time paragraph shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure constitute a Loan and shall not exceed relieve the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor Borrowers of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan their obligation to repay a UK such Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Ascena Retail Group, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers in Dollars, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Secured Obligations of the US Borrower, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate principal amount of US Protective Advances outstanding at any time time, together with the aggregate principal amount of Overadvances outstanding at such time, shall not at any time exceed $15,000,00010% of the Line Cap; provided further thatprovided, further, that the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Aggregate Revolving Exposure shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(a)(ii). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Lucid Group, Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans on behalf of all Lenders, to the US BorrowerBorrower Representative, on behalf of the US Revolving LendersBorrowers, or for the account of the Borrowers, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,0002,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving unused Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Coolbrands International Inc)

Protective Advances. (a) (i) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving Lendersall Lenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iix) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiy) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (ivz) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base, provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any of such Loans are herein referred to as “US outstanding Protective Advances); provided that, the aggregate principal amount of US Protective Advances outstanding at any time shall not at any time hereunder would exceed $15,000,000five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; and provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Revolving Exposure shall not exceed the aggregate US Revolving total Commitments. US No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfiedsatisfied or waived. The US Each Protective Advances Advance shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfiedsatisfied or waived, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time time, the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus Group Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, each of the Administrative Agent Agents is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerLoans, on behalf of the US Revolving all Lenders, which at the request of Administrative Agent, Borrower or otherwise in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of which such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, reimbursements with respect to any Letter of Credit, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 9.039.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian "Protective Advances"); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time time, which were made pursuant to clauses (i), (ii) and (iii) above, shall not cause the Aggregate Revolving Credit Exposure to exceed the aggregate Commitment of all Lenders and shall not at any time exceed $750,000; provided further that, 5,000,000 in the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitmentsaggregate. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 4.01 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Administrative Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian All Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving LendersBorrowings. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Collateral Agent’s 's receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 4.01 have been satisfied, the Canadian Administrative Collateral Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Collateral Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f2.24(b). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fb) Upon the making of a Protective Advance by either of the Agents in accordance with this Agreement (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative such Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable PercentagePro Rata Percentage of the Aggregate Revolving Credit Exposure. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Collateral Agent shall promptly distribute to such Lender such Lender's Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Collateral Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Revolving Credit Agreement (Maxxam Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower Borrowers and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US BorrowerBorrowers in dollars or Euros, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US any Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate USD Equivalent amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010,000,000; provided further that, the aggregate USD Equivalent amount of outstanding US Protective Advances plus the aggregate US Aggregate Credit Exposure shall not exceed the aggregate US sum of the total Revolving Commitments; provided further that, the USD Equivalent of any Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Commitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances with respect to the US Borrower shall be secured by liens in favor of the Administrative Agent for the benefit of itself, the Issuing Lenders and the Lenders on and to the US Collateral and shall constitute Obligations of the US Borrower. Protective Advances with respect to the Netherlands Borrower shall be secured by the Liens in favor of the US Collateral Administrative Agent for the benefit of itself, the Issuing Lenders and the Lenders in and to the Collateral and shall constitute US Secured Obligations of the Netherlands Borrower hereunder. All US Protective Advances shall be be, in the case of a Borrowing made in dollars, ABR BorrowingsBorrowings and, in the case of a Borrowing made in Euros, bear interest at an interest rate reasonably determined by the Administrative Agent to compensate the applicable Lenders for such Borrowing in Euros for the applicable period. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability with respect to the Borrower on whose behalf a Protective Advance was made and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to such Borrower (including, with respect to the Netherlands Borrower, pursuant to the Revolving Netherlands Sublimit) to repay a US such Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Libbey Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other past due amount chargeable to or that is required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, (x) a Protective Advance may only be made during the existence of an Event of Default, (y) the aggregate amount of US Protective Advances and Overadvances, collectively, outstanding at any time shall not at any time exceed $15,000,000; provided further that10% of the Aggregate Revolving Commitment, and (z) the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied, there being no obligation of any Loan Party to satisfy such conditions in connection with a Protective Advance. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Cactus, Inc.)

Protective Advances. (a) The Collateral Agent (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, may from time to time in time, before or after the Administrative Agent’s sole discretion (but shall have absolutely no obligation)occurrence of an Event of Default, to make Loans such disbursements and advances pursuant to the US Borrower, on behalf of the US Revolving Lenders, Loan Documents which the Administrative Collateral Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the US Loans and other Obligations of the US BorrowerObligations; provided, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreementhowever, including payments of reimbursable expenses (including costs, fees, such disbursements and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure advances shall not exceed $10,000,000 in the aggregate US Revolving Commitments. US Protective Advances may be made even if and (ii) after the conditions precedent occurrence and during the continuance of an Event of Default or Potential Event of Default, upon the written request and direction of the Administrative Agents, shall make a disbursement or the disbursements necessary, (as set forth in Section 4.02 have not been satisfiedsuch written request) to either (A) pay in whole or in part the principal amount of, accrued and unpaid interest on and, if applicable, redemption premium, with respect to Existing Secured Debt or (B) to defease such Existing Secured Debt, in each case, in accordance with the term of the applicable Existing Secured Debt Indenture (collectively, "Protective Advances"). The US Collateral Agent shall notify the Borrowers and each Lender in writing of each such Protective Advances Advance, which notice shall be secured by the Liens in favor include a description of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any purpose of such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time The Borrowers agree to pay the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth belowCollateral Agent, upon demand, the Canadian Administrative Agent is authorized by principal amount of all outstanding Protective Advances, together with interest thereon at the Canadian Borrower and the Canadian Revolving Lenders, rate from time to time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), Borrowers fail to make Loans payment in respect of any Protective Advance within one (1) Business Day after the date the Borrowers receive written demand therefor from the Collateral Agent, the Collateral Agent shall promptly notify each Lender having a Revolving Loan Commitment and each such Lender agrees that it shall thereupon make available to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Collateral Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advance. If such funds are not made available to the Collateral Agent by such Lender within one (1) Business Day after the Collateral Agent's demand therefor, the Collateral Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Lender to make available to the Collateral Agent its Permitted Discretion, deems necessary or desirable (i) Revolving Loan Commitment Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to preserve or protect make available to the Canadian Collateral, or Collateral Agent such other Lender's Revolving Loan Commitment Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any portion thereof, (ii) other Lender to enhance make such payment to the likelihood Collateral Agent. All outstanding principal of, or maximize the amount ofand interest on, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be constitute obligations secured by the Liens Collateral until paid in favor of the Canadian Collateral Agent in and to the Collateral owned full by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunderBorrowers. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by Notwithstanding the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfiedforegoing, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by required to fund any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian an amount exceeding such Lender's then remaining Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,Loan Commitment.

Appears in 1 contract

Samples: Credit Agreement (Foamex International Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the US Borrower, on behalf of the US Revolving all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan PartiesCollateral, or any portion thereof, (iiiii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,00010% of the Loan Limit; provided further that, the aggregate amount of outstanding US Aggregate Revolving Exposure after giving effect to the Protective Advances plus the aggregate US Credit Exposure being made shall not exceed the aggregate US Aggregate Revolving CommitmentsCommitment. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Administrative Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(b). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage. From and after the date, (ii) if any, on which any Lender is required to fund its participation in the case of a Canadian any Protective Advance made purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in respect of such Canadian Protective Advance in proportion to its Applicable Percentage,Advance.

Appears in 1 contract

Samples: Credit Agreement (Myriad Genetics Inc)

Protective Advances. (a) (i) Subject to the limitations set forth below, the UK Administrative Agent is authorized by the US UK Borrower and the US Revolving UK Lenders, from time to time in the UK Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank Londonthe UK Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK BorrowerObligations, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective UK Protective Advances”); provided that, the aggregate amount of Protective UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000an amount equal to 10% of the UK Revolving Commitments; provided further that, the aggregate amount of outstanding Protective UK Protective Advances plus the aggregate UK Credit Revolving Exposure shall not exceed the aggregate UK Revolving Commitments. The Protective UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Administrative Agent in and to the UK Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. The UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank LondonAdministrative Agent’s authorization to make Protective UK Protective Advances may be revoked at any time by the Supermajority Revolving Required UK Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank Londonthe UK Administrative Agent’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London the UK Administrative Agent may request the UK Revolving Lenders to make a UK Revolving Loan to repay a Protective UK Protective Advance. At any other time Chase Bank London the UK Administrative Agent may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f2.04(d). Notwithstanding the foregoing, or any other provision of this Agreement, the funding of any Protective UK Advances, or any other sums to be funded by the UK Administrative Agent hereunder or under any of the other Loan Documents, may be made by any branch of the US Administrative Agent located in England, Scotland or Wales. (db) Subject to the limitations set forth below, the UAE US Administrative Agent is authorized by each of the UAE Borrower US Borrowers, and the UAE Revolving US Lenders, from time to time in the UAE US Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the UAE BorrowerUS Borrowers, on behalf of all UAE Revolving US Lenders, which the UAE US Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE US Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE BorrowerUS Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower US Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective US Advances”); provided that, the aggregate amount of UAE Protective US Advances outstanding at any time shall not at any time exceed $1,500,000an amount equal to 10% of the US Revolving Commitments; provided further that, the aggregate amount of outstanding UAE Protective US Advances plus the aggregate UAE Credit US Revolving Exposure shall not exceed the aggregate UAE US Revolving Commitments. UAE The US Protective Advances shall be secured by the Liens in favor of the US Administrative Agent in and to the US Collateral and shall constitute US Obligations hereunder. The US Administrative Agent’s authorization to make Protective US Advances may be revoked at any time by the Required US Lenders. Any such revocation must be in writing and shall become effective prospectively upon the US Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the US Administrative Agent may request the US Lenders to make a US Revolving Loan to repay a Protective Advance. At any other time the US Administrative Agent may require the US Lenders to fund their risk participations described in Section 2.04(e). (c) Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE All Protective US Advances shall be secured ABR Borrowings and all Protective UK Advances shall be Eurocurrency Loans having an Interest Period of one month or AEBR Borrowings, as determined by the Liens in favor of the UAE Collateral UK Administrative Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f)its discretion. (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (fd) Upon the making of a Protective UK Advance by the UK Administrative Agent (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving UK Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the UK Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective UK Advance in proportion to its Applicable UK Percentage. From and after the date, if any, on which any UK Lender is required to fund its participation in any Protective UK Advance purchased hereunder, the UK Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable UK Percentage of all payments of principal and interest and all proceeds of UK Collateral received by the UK Administrative Agent in respect of such Protective UK Advance. (iie) in Upon the case making of a Canadian Protective US Advance made by the Canadian US Administrative AgentAgent (whether before or after the occurrence of a Default), each Canadian Revolving US Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian US Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective US Advance in proportion to its Applicable Percentage,. From and after the date, if any, on which any US Lender is required to fund its participation in any Protective Advance purchased hereunder, the US Administrative Agent shall promptly distribute to such US Lender, such US Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the US Administrative Agent in respect of such Protective US Advance.

Appears in 1 contract

Samples: Credit Agreement (Systemax Inc)

Protective Advances. (a) (i) Subject Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Borrowers to satisfy the limitations conditions to borrowing set forth belowin Section 4.01(b) after the Initial Closing Date, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Tranche A Revolving Facility Loans to any Borrower on behalf of the Lenders, so long as the aggregate amount of such Tranche A Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 5.0% of the then applicable Global Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Tranche A Revolving Facility Loans are necessary or desirable (iii) to preserve or protect the Collateral owned by the US Loan Parties, all or any portion thereofof the Collateral, (iiiii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the US Loans and the other Obligations of the US BorrowerObligations, or (iviii) to pay any other amount chargeable to or required to be paid by the US Borrower Borrowers pursuant to the terms of this AgreementAgreement (such Tranche A Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as US Protective Advances”); provided thatprovided, that (x) in no event shall the aggregate amount of US Protective Advances outstanding Aggregate Revolving Facility Exposure exceed the Aggregate Revolving Facility Commitments, (y) the Required Tranche A Lenders may at any time shall not at any time exceed $15,000,000; provided further that, revoke the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US future Protective Advances may (provided; that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability ) and the conditions precedent set forth in Section 4.02 have been satisfied(z) unless otherwise consented to by each affected Lender, the Administrative Agent may request not make Tranche A Revolving Facility Loans on behalf of the US applicable Lenders under this Section 2.01(c) to the extent such Tranche A Revolving Facility Loans would cause a Lender’s share of the Tranche A Revolving Facility Exposure to exceed such Lender’s Tranche A Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Tranche A Lenders to make a US ratably in accordance with their Revolving Loan to repay a US Facility Percentages. If Protective Advance. At any other time Advances are made in accordance with this Section 2.01(c), then (A) each Borrowing Base shall thereafter be deemed ratably increased by the amount of such permitted Protective Advances, but only for so long as the Administrative Agent may require the US Revolving allows such Protective Advances to be outstanding and (B) all Tranche A Lenders shall be bound to fund their risk participations described in Section 2.04(f). (b) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian Borrower, on behalf of all Canadian Revolving Lenders, which the Canadian Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Canadian Collateralmake, or any portion thereofpermit to remain outstanding, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Canadian such Protective Advances based upon their applicable Revolving Loans and other Obligations of the Canadian Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Canadian Borrower pursuant to Facility Percentages in accordance with the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided that, the aggregate amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further that, the aggregate amount of outstanding Canadian Protective Advances plus the aggregate Canadian Credit Exposure shall not exceed the aggregate Canadian Revolving Commitments. Canadian Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars or C$ and shall be (A) ABR Borrowings if made in Dollars or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject to the limitations set forth below, Chase Bank London is authorized by the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance (whether before or after the occurrence of a Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advance in proportion to its Applicable Percentage, (ii) in the case of a Canadian Protective Advance made by the Canadian Administrative Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,

Appears in 1 contract

Samples: Amendment Agreement (Momentive Performance Materials Inc.)

Protective Advances. (a) (i) Subject to the limitations set forth belowAgent shall be authorized, the Administrative Agent is authorized by the US Borrower and the US Revolving Lenders, from time to time in the Administrative Agent’s sole its discretion (but shall have absolutely no obligationwithout obligation to do so), to make Loans to the US Borrower, on behalf of the US Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (ii) to preserve or protect the Collateral owned by the US Loan Parties, or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of, repayment of the US Loans and other Obligations of the US Borrower, or (iv) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “US Protective Advances”); provided that, the aggregate amount of US Protective Advances outstanding at any time shall not at or times that a Default or an Event of Default exists or any time exceed $15,000,000; provided further that, the aggregate amount of outstanding US Protective Advances plus the aggregate US Credit Exposure shall not exceed the aggregate US Revolving Commitments. US Protective Advances may be made even if the conditions precedent set forth in Section 4.02 Article III have not been satisfied. The US Protective Advances shall be secured by the Liens in favor of the US Collateral Agent in and to the Collateral and shall constitute US Secured Obligations hereunder. All US Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make US Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time the Administrative Agent may require the US Revolving Lenders to fund their risk participations described in Section 2.04(f). (b) Subject Revolver Advances to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Canadian BorrowerBorrowers, on behalf of all Canadian Revolving Lenders, which that are Base Rate Advances in an aggregate amount not to exceed $5,000,000 outstanding at any time if Agent deems the Canadian Administrative Agent, in its Permitted Discretion, deems funding of such Advances ("Protective Advances") to be necessary or desirable (i) to preserve or protect the Canadian any Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize increase the amount of, repayment of payment or accelerate the time for collection of any of the Canadian Revolving Loans and other Obligations of the Canadian BorrowerObligations, or (iii) to pay any other amount chargeable to or required Loan Parties pursuant to any of the Loan Documents, all of which Protective Advances shall be deemed to be paid Revolver Advances and secured by the Canadian Borrower pursuant to Collateral. Notwithstanding the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Canadian Protective Advances”); provided thatforegoing, the aggregate maximum amount of Canadian Protective Advances outstanding at any time shall not at any time exceed $750,000; provided further thattime, when added to the aggregate amount of outstanding Canadian Protective Revolver Advances plus the aggregate Canadian Credit Exposure and LC Obligations, shall not exceed the aggregate Canadian Revolving CommitmentsMaximum Revolver Limit. Canadian Protective Advances Nothing herein shall be construed to limit in any way the amount of Extraordinary Expenses that may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Canadian Protective Advances shall be secured incurred or paid by the Liens in favor of the Canadian Collateral Agent in and to the Collateral owned by extent that Agent reasonably believes that the Canadian Loan Parties and shall constitute Canadian Secured Obligations hereunder. Canadian Protective Advances may be made in Dollars incurrence or C$ and shall be (A) ABR Borrowings if made in Dollars payment of such Extraordinary Expenses is necessary or (B) Canadian Prime Rate Borrowings if made in C$. The Canadian Administrative Agent’s authorization to make Canadian Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time that there is sufficient Canadian Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Canadian Administrative Agent may request the Canadian Revolving Lenders to make a Canadian Revolving Loan to repay a Canadian Protective Advance. At any other time the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations described in Section 2.04(f). (c) Subject appropriate to the limitations set forth below, Chase Bank London is authorized by recovery of any Obligations or the UK Borrower and the UK Revolving Lenders, from time to time in Chase Bank London’s sole discretion (but shall have absolutely no obligation), to make Loans to the UK Borrower, on behalf preservation or liquidation of all UK Revolving Lenders, which Chase Bank London, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UK any Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UK Revolving Loans and other Obligations of the UK Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UK Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UK Protective Advances”); provided that, the aggregate amount of UK Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding UK Protective Advances plus the aggregate UK Credit Exposure shall not exceed the aggregate UK Revolving Commitments. UK Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UK Protective Advances shall be secured by the Liens in favor of the UK Collateral Agent in and to the Collateral owned by the UK Loan Parties and shall constitute UK Secured Obligations hereunder. UK Protective Advances may be made in Dollars, British Pounds Sterling or Euros and shall be UK Base Rate Borrowings. Chase Bank London’s authorization to make UK Protective Advances may be revoked at any time by the Supermajority Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon Chase Bank London’s receipt thereof. At any time that there is sufficient UK Availability and the conditions precedent set forth in Section 4.02 have been satisfied, Chase Bank London may request the UK Revolving Lenders to make a UK Revolving Loan to repay a UK Protective Advance. At any other time Chase Bank London may require the UK Revolving Lenders to fund their risk participations described in Section 2.04(f). (d) Subject to the limitations set forth below, the UAE Administrative Agent is authorized by the UAE Borrower and the UAE Revolving Lenders, from time to time in the UAE Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the UAE Borrower, on behalf of all UAE Revolving Lenders, which the UAE Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the UAE Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the UAE Revolving Loans and other Obligations of the UAE Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the UAE Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “UAE Protective Advances”); provided that, the aggregate amount of UAE Protective Advances outstanding at any time shall not at any time exceed $1,500,000; provided further that, the aggregate amount of outstanding UAE Protective Advances plus the aggregate UAE Credit Exposure shall not exceed the aggregate UAE Revolving Commitments. UAE Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The UAE Protective Advances shall be secured by the Liens in favor of the UAE Collateral Agent in and to the Collateral owned by the UAE Loan Parties and shall constitute UAE Secured Obligations hereunder. UAE Protective Advances may be made in Dirham, Dollars or Euros and shall be UAE Base Rate Borrowings. At any time that there is sufficient UAE Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the UAE Administrative Agent may request the UAE Revolving Lenders to make a UAE Revolving Loan to repay a UAE Protective Advance. At any other time the UAE Administrative Agent may require the UAE Revolving Lenders to fund their risk participations described in Section 2.04(f). (e) Subject to the limitations set forth below, the Singapore Administrative Agent is authorized by the Singapore Borrower and the Singapore Revolving Lenders, from time to time in the Singapore Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Singapore Borrower, on behalf of all Singapore Revolving Lenders, which the Singapore Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Singapore Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Singapore Revolving Loans and other Obligations of the Singapore Borrower, or (iii) to pay any other amount chargeable to or required to be paid by the Singapore Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Singapore Protective Advances”); provided that, the aggregate amount of Singapore Protective Advances outstanding at any time shall not at any time exceed $1,000,000; provided further that, the aggregate amount of outstanding Singapore Protective Advances plus the aggregate Singapore Credit Exposure shall not exceed the aggregate Singapore Revolving Commitments. Singapore Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Singapore Protective Advances shall be secured by the Liens in favor of the Singapore Collateral Agent in and to the Collateral owned by the Singapore Loan Parties and shall constitute Singapore Secured Obligations hereunder. Singapore Protective Advances may be made in Dollars, Euros or Singapore Dollars and shall be Singapore Base Rate Borrowings. At any time that there is sufficient Singapore Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Singapore Administrative Agent may request the Singapore Revolving Lenders to make a Singapore Revolving Loan to repay a Singapore Protective Advance. At any other time the Singapore Administrative Agent may require the Singapore Revolving Lenders to fund their risk participations described in Section 2.04(f). (f) Upon the making of a Protective Advance by Agent (whether before or after the occurrence of a Default or Event of Default), (i) in the case of a US Protective Advance made by the Administrative Agent, each US Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent Agent, without recourse or warranty, an undivided interest and participation in such US Protective Advance on a Revolver Pro Rata basis. From and after the date, if any, on which any Lender is obligated to fund its participation in proportion to its Applicable Percentage, (ii) in the case of a Canadian any Protective Advance made purchased hereunder, Agent shall promptly distribute to such Lender such Lender's Revolver Pro Rata share of all payments of principal and interest in all proceeds of Collateral received by Agent in respect of such Protective Advance. Agent’s authority to make Protective Advances may only be revoked by the Canadian Administrative unanimous consent of all Lenders, and any such revocation must be in writing and shall become effective prospectively only upon Agent, each Canadian Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage,’s receipt thereof.

Appears in 1 contract

Samples: Credit Agreement (Construction Partners, Inc.)

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