Protective Advances. (a) Subject to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance. (b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject Agent shall be authorized, in its sole and absolute discretion, at any time or times that a Default or Event of Default exists or any of the conditions precedent set forth in Section 3.2 hereof have not been satisfied, to make Revolver Loans that are Base Rate Loans to Borrowers in an aggregate amount outstanding at any time not to exceed $5,000,000, but only to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the 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 Collateral or any portion thereof, (ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments costs, fees and expenses, all of reimbursable expenses which Protective Advances shall be deemed part of the Obligations and secured by the Collateral and shall be treated for all purposes of this Agreement (including costsSection 2.22) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, feeshowever, that the Requisite Lenders may at any time revoke Agent's authorization to make any such Protective Advances by written notice to Agent, which shall become effective prospectively upon and expenses as described after Agent's actual receipt thereof. Absent such revocation, Agent’s determination that the making of a Protective Advance is required for any such purposes shall be conclusive. Each Lender shall participate in Section 9.6) and other sums payable under each Protective Advance in an amount equal to its Pro Rata share of the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatRevolving Commitments. Notwithstanding the foregoing, the aggregate principal maximum amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further thattime, the Aggregate Exposures after giving effect when added to the Protective Advances being made aggregate of Revolving Loans, LC Obligations and Out-of-Formula Loans outstanding at such time, shall not exceed the Aggregate Commitmenttotal of the Revolving Commitments. Protective Advances Nothing in this Section 2.2 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 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder incurred by Agent and that Borrowers shall be Secured Obligations obligated to the extent reimburse to Agent as provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceCredit Documents.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax Holdings, Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other past due amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances and Overadvances, collectively, outstanding at any time shall not at any time exceed $30,000,0005,000,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.. 509265-2130-15343-Active.25699682.17
Appears in 1 contract
Protective Advances. “Revolving Commitment” shall mean the obligation of each applicable Lender (as provided for on Schedule 1.1 hereto (as such Schedule may be amended and restated from time to time in accordance herewith) and/or in any assignment of any Revolving Commitment to such Revolving Lender pursuant to Section 16.3(c) or (d) hereof) to make Revolving Advances and participate in Swing Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount of such Lender. “Revolving Commitment Amount” shall mean, as to any Revolving Lender, the revolving loan commitment amount set forth opposite such Revolving Lender’s name on Schedule 1.1 hereto (as such Schedule may be amended and restated from time to time in accordance herewith) (or, in the case of any Revolving Lender that became party to this Agreement after the Closing Date as a result of any assignment of any Revolving Commitment to such Revolving Lender pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Amount of such Revolving Lender as set forth in the applicable Commitment Transfer Supplement); as such Revolving Commitment Amount may be increased or decreased from time to time upon any assignment of any Revolving Commitment by or to such Revolving Lender pursuant to Section 16.3(c) or (d) hereof. “Revolving Commitment Percentage” shall mean, as to any Revolving Lender prior to the termination of the Revolving Commitment of such Revolving Lender and/or the Revolving Commitments of all Revolving Lenders in accordance with the terms hereof, the percentage equal to (a) Subject to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any Revolving Commitment Amount of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided Revolving Lender divided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making Maximum Revolving Advance Amount as in effect at the applicable time of a Protective Advance by determination (and after any termination of the Administrative AgentRevolving Commitments of all Revolving Lenders in accordance with the terms hereof, the Revolving Commitment Percentage of each Revolving Lender shall be deemed, without further action the percentage equal to (x) aggregate amount of the outstanding principal balance of all Revolving Advances held 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 Protective Advance in proportion to its Pro Rata Share. 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 Revolving Lender, such Lender’s Pro Rata Share and the aggregate amount of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.71 074658.21069/130240014v.3
Appears in 1 contract
Samples: Revolving Credit, Guaranty and Security Agreement (Babcock & Wilcox Enterprises, Inc.)
Protective Advances. (a) Subject to the limitations set forth belowIf an Event of Default has occurred and is continuing, the Borrower and the Required Lenders authorize the Administrative Agent to make Loans to are authorized by the Borrower, on behalf of all from time to time in the Required Lenders’ reasonable discretion (but the Required Lenders shall have absolutely no obligation to), to make disbursements or advances to the Borrower or any other Loan Party in amounts which the Required Lenders, which the Administrative Agentin their reasonable discretion, in its Permitted Discretion, deems deem necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, thereof or (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents Obligations (any of such Loans disbursements or advances are herein in this Section 2.11 referred to as “Protective Advances”); provided that. Unless otherwise agreed in writing by the Required Lenders in their reasonable discretion, the aggregate principal amount if an Event of Default has occurred and is continuing, Protective Advances outstanding shall bear interest at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect a rate payable in cash per annum equal to the Applicable Contract Rate plus the Default Rate. Each Protective Advances being made Advance shall not exceed be secured by the Aggregate Commitment. Protective Advances may be made even if Liens in favor of the conditions precedent set forth Agent in Section 4.2 have not been satisfiedand to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations which are subject to the extent provided by rights of the Agent, the Lenders and their respective Affiliates in accordance with Section 2.18. All Protective Advances shall be Floating Rate Advances2.9. The making Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earliest of (i) the Maturity Date and (ii) the date on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time which demand for payment is made by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon In the Administrative Agent’s receipt thereof. To the extent not reimbursed event any Protective Advances are made by the Required Lenders following the Maturity Date, the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in shall pay the unpaid principal amount equal to its Pro Rata Share and all unpaid and accrued interest of each Protective Advance to reimburse on the Administrative Agent date on which demand for payment is made by the Required Lenders. The Required Lenders shall promptly notify the Borrower in writing of each such Protective Advance.
(b) Upon , which notice shall include a description of the making of a Protective Advance by amount and the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect purpose of such Protective Advance. Any other terms with respect to the extension of any Protective Advance may be set forth in a separate agreement reasonably satisfactory to the Required Lenders in their reasonable discretion.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower and whether or not an Event of Default or a Default shall have occurred and be continuing, each of Agent and Service Agent is authorized by Borrowers and the Lenders authorize the Administrative Lenders, from time to time in such Agent’s or Service Agent’s sole discretion (but such Agent or Service Agent shall have absolutely no obligation to), to make Loans disbursements or advances to the Borrower, on behalf of all LendersBorrowers, which the Administrative such Agent or Service Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans Loans, Reimbursement Obligations and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “"Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied. The interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin for Revolving Loans. Each Protective Advance shall be secured by the Liens in favor of Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall which may be Secured Obligations charged to the extent provided by Loan Account in accordance with Section 2.182.15(f). All Protective Advances Borrowers shall be Floating Rate Advances. The making pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earlier of the Revolving Commitment Termination Date and the date on any other occasionwhich demand for payment is made by the applicable Agent. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be applicable Agent shall notify each Lender and Borrowers in writing and of each such Protective Advance, which notice shall become effective prospectively upon include a description of the Administrative Agent’s receipt thereofpurpose of such Protective Advance. To the extent not reimbursed by the Borrower following a demand for reimbursementWithout limitation to its obligations pursuant to Section 9.6, each Lender agrees that it shall make available to fund a Loan the applicable Agent, upon such Agent’s or Service Agent’s demand, in Dollars in immediately available funds, the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent or Service 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 the applicable Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate.
Appears in 1 contract
Samples: Financing Agreement (Metalico Inc)
Protective Advances. (a) Subject to After the limitations set forth below, occurrence and during the Borrower continuance of an Event of Default and the Lenders authorize the Administrative Agent to make Loans upon written notice to the Borrower, on behalf of all the Required Lenders are authorized by the Borrower, from time to time in the Required Lenders’ sole discretion (but the Required Lenders shall have absolutely no obligation to), to make disbursements or advances to the Borrower or any other Loan Party in amounts which the Required Lenders, which the Administrative Agentin their sole discretion, in its Permitted Discretion, deems deem necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries other Loan Party 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 9.6) and other sums payable under the Loan Documents (any of such Loans disbursements or advances are herein in this Section 2.11 referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may shall bear interest at a rate payable in cash per annum equal to the amount otherwise applicable to other advances made hereunder. Each Protective Advance shall be made even if secured by the conditions precedent set forth Liens in Section 4.2 have not been satisfiedfavor of the Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations which are subject to the extent provided by rights of the Agent, the Lenders and their respective Affiliates in accordance with Section 2.18. All Protective Advances shall be Floating Rate Advances2.9. The making Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earliest of (i) the Maturity Date and (ii) the date on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time which demand for payment is made by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon In the Administrative Agent’s receipt thereof. To the extent not reimbursed event any Protective Advances are made by the Required Lenders following the Maturity Date, the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in shall pay the unpaid principal amount equal to its Pro Rata Share and all unpaid and accrued interest of each Protective Advance to reimburse on the Administrative Agent date on which demand for payment is made by the Required Lenders. The Required Lenders shall promptly notify the Borrower in writing of each such Protective Advance.
(b) Upon , which notice shall include a description of the making of a Protective Advance by amount and the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect purpose of such Protective Advance. Any other terms with respect to the extension of any Protective Advance may be set forth in a separate agreement satisfactory to each of the Required Lenders in their sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Baudax Bio, Inc.)
Protective Advances. (a) Subject The Administrative Agent may from time to time, from and after the occurrence and during the continuance of a Default or an Event of Default, make such disbursements and advances to or for the account of any Borrower pursuant to the limitations set forth below, the Borrower and the Lenders authorize Loan Documents which the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral under the applicable Credit Facility or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or Obligations up to an amount not in excess of the lesser of (iiii) an amount equal to pay any other amount chargeable (A) the aggregate Commitments under all Credit Facilities less (B) the sum of the aggregate Credit Facility Outstandings and (ii) $5,000,000 in the aggregate for all Credit Facilities with respect to or required to be paid advances made by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses Administrative Agent (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by Agent shall notify the Required Lenders. Any such revocation must be Borrowers and each Lender in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon , which notice shall include a description of the making purpose of a such Protective Advance by Advance. The Domestic Borrowers jointly and severally agree and the Multicurrency Borrowers jointly and severally agree to pay the Administrative Agent, each Lender shall be deemedupon demand, without further action by the principal amount of all outstanding Protective Advances under the applicable Credit Facility, together with interest thereon at the rate from time to time applicable to Floating Rate Loans under such Credit Facility from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the applicable Borrower(s) fail to make payment in respect of any party hereto, to have unconditionally and irrevocably purchased Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 notify each Lender under the applicable Credit Facility and such Lender agrees that it shall thereupon make available to such Lenderthe Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by under the Administrative Agent in respect applicable Credit Facility of such Protective Advance. If such funds are not made available to the Administrative Agent by such Lender within one (1) Business Day after the Administrative Agent’s demand therefor, the Administrative Agent shall be entitled to recover any such amount from such Lender together with interest thereon at the interest rate applicable to the Loans 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 Administrative Agent such Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share under the applicable Credit Facility of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the applicable Borrower(s).
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by each of the Borrowers, and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000an amount equal to 10% of the Revolving Commitments; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advanceshereunder. 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Borrowing Base Availability and the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan conditions precedent set forth in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to Section 4.02 have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderbeen satisfied, the Administrative Agent shall promptly distribute may request the Lenders to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in respect of such Protective AdvanceSection 2.04(b).
Appears in 1 contract
Protective Advances. Agent shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans or Base Rate FILO Loans (“Protective Advances”) (a) Subject up to an aggregate amount outstanding at any time, together with the amount of any outstanding Overadvances, equal to the limitations set forth belowgreater of (i) $60,000,00050,000,000 or (ii) 10% of the Aggregate Borrowing Base, the Borrower and the Lenders authorize the Administrative if Agent to make deems such Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect any Collateral, or to enhance the Collateral collectability or repayment of Obligations;, or (b) to pay other Obligations under any portion thereofCredit Document; provided that such Protective Advances shall be Revolver Loans unless the outstanding principal amount of FILO Loans is less than the FILO Maximum Amount, in which case up to an amount equal to the FILO Maximum Amount minus the outstanding principal amount of FILO Loans of such Protective Advances shall be FILO Loans, and the remaining amount of such Protective Advances shall be Revolver Loans. In no event shall Protective Advances cause (i) the outstanding Revolver Loans and LC Obligations of any Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any Lender to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, exceed its FILO Commitment or (iii) the outstanding Loans and LC Obligations to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, exceed the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Commitments. All Protective Advances shall be Floating Rate AdvancesObligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. The making of a Each Revolver Lender or FILO Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative time revoke Agent’s authorization to make further Protective Advances may be revoked at any time under clause (a) by the Required Lenderswritten notice to Agent. Any Absent such revocation must be in writing and shall become effective prospectively upon the Administrative revocation, Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making determination that funding of a Protective Advance by the Administrative Agent, each Lender is appropriate 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 Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advanceconclusive.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0005,000,000; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made shall not cause the Aggregate Credit Exposure to exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionCBFR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower and the Lenders authorize the Administrative The Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agentshall be authorized, in its Permitted Discretiondiscretion, during an Event of Default, at any time, to make ABR Loans (“Protective Advances”) in an aggregate amount, together with the aggregate amount of all Overadvances, not to exceed 10.0% of the Borrowing Base, if the Agent deems such Protective Advances necessary or desirable (i) to preserve or and protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount amounts chargeable to or required to be paid by the Borrower or Loan Parties under any of its Subsidiaries pursuant to the terms of this AgreementLoan Documents, including payments of reimbursable expenses (including reasonable and documented costs, fees, fees and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”)expenses; provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made Total Revolving Credit Exposure shall not exceed the Aggregate CommitmentTotal Revolving Credit Commitments. Each Lender shall participate in each Protective Advance in accordance with its Applicable Percentage. The Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations by written notice to the extent provided by Section 2.18Agent. All Protective Advances shall be Floating Rate Advances. The making Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any one occasion Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, in each case, to the extent chargeable to any Loan Party, or any discharge of a Lien; provided that the Agent (x) shall use reasonable efforts to notify the applicable Borrower after paying any such amount or taking any such action and (y) shall not obligate the Administrative Agent make payment of any item that is subject to make a bona fide dispute regarding amount or any Protective Advance on Loan Party’s obligation to pay. At any other occasion. The Administrative Agent’s authorization to make Protective Advances time, the Agent may be revoked at any time by require the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advanceclause (b) below.
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage or other applicable share as set forth in this Agreement. 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 Pro Rata Share Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in respect of such Protective Advance.
(c) The making by the Agent of a Protective Advance shall not modify or abrogate any of the provisions hereof regarding the Lenders’ obligations to purchase participations with respect to Letters of Credit or Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Astronics Corp)
Protective Advances. (a) Subject to the limitations set forth below, upon the Borrower occurrence and during the continuation of an Event of Default, Administrative Agent is authorized by Company and the Lenders authorize the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall have absolutely no obligation to), to make Revolving Loans to the Borrower, Company on behalf of all the Revolving Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Company pursuant to the terms of this AgreementAgreement and the other Credit Documents, including including, without limitation, payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “Protective Advances”); provided thatprovided, that the aggregate principal amount of Revolving Loans plus Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 3 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Base Rate AdvancesLoans. The making of a Protective Advance on any one occasion Advances shall not obligate exceed $2,000,000 in the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked aggregate at any time without the prior consent of Requisite Lenders. Each Protective Advance shall be secured by the Required Lenders. Any such revocation must be Liens in writing favor of the Collateral Agent in and to the Collateral and shall become effective prospectively upon constitute Obligations hereunder. Company shall pay the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the unpaid principal amount equal to its Pro Rata Share and all unpaid and accrued interest of each Protective Advance to reimburse on the earlier of the Revolving Commitment Termination Date and the date on which demand for payment is made by Administrative Agent for such Protective Advance.
(b) Agent. Upon the making of a Protective Advance by the Administrative Agent, Administrative Agent shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender having Revolving Exposure and each Lender having Revolving Exposure 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 Protective Advance in proportion equal to its Pro Rata Share. From and after the date, if any, on which any Lender is required Share (with respect to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect Revolving Commitments) of such Protective Advance.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Del Frisco's Restaurant Group, LLC)
Protective Advances. (a) Subject to the limitations set forth below, The Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretioncommercially reasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective "PROTECTIVE Advances”"); provided thatPROVIDED, that (x) the aggregate principal amount of Protective Advances made at any time shall not, when added to Protective Advances then outstanding, exceed 5% of the lesser of the then amount of the Revolving Commitments and the then amount of the Borrowing Base and (y) the aggregate amount of Protective Advances and Revolving Extensions of Credit outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to then amount of the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder satisfied and shall be Secured Obligations without regard to the extent provided by Section 2.18whether there is Excess Availability. All Protective Advances shall be Floating Base Rate Advances. The making of a Protective Advance on any one occasion shall not obligate Loans and Obligations secured by the Administrative Agent to make any Protective Advance on any other occasionCollateral. The Administrative Agent’s 's authorization to make Protective 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 Administrative Agent’s 's receipt thereofthereof and expiration of a reasonable time to act thereon. To The Administrative Agent may at any time request the extent Lenders to make Revolving Loans to repay a Protective Advance, whether or not reimbursed by the Borrower following a demand for reimbursementconditions set forth in Section 5.2 are then satisfied, each Lender agrees or require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.15(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Sharesuch Lender's Revolving 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 Pro Rata Share 's Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances and Overadvances outstanding at any time shall not at any time exceed $30,000,00010% of the Commitments; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to Upon the limitations set forth belowoccurrence and during the continuance of an Event of Default, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, may make Revolving Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders having Revolving Facility Commitments, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to:
(ia) to preserve or protect the Collateral all or any portion thereof, of the Collateral;
(iib) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and the other Secured Obligations, or ; or
(iiic) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses Agreement (including costs, fees, and expenses as any such Loan described in this Section 9.62.01(3) and other sums payable under the Loan Documents (any of such Loans are being herein referred to individually as an “Protective Advance” and collectively as “Protective Advances”); provided that, that (i) the aggregate principal outstanding amount of Protective Advances Advances, together with the aggregate outstanding at any time amount of Overadvances shall not exceed $30,000,000; provided further that, 10.0% of the Aggregate Exposures after giving effect to Line Cap and (ii) the Protective Advances being made Revolving Facility Credit Exposure shall not exceed the Aggregate Commitment. Protective Advances aggregate Revolving Facility Commitments, and (iii) the Required Lenders under the Revolving Facility may be made even if at any time revoke the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 future Protective Advances; provided, further, that no existing Protective Advances may will be revoked at subject to any time by the Required Lenders. Any such revocation and any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a any Protective Advance by the Administrative Agentin accordance with this Section 2.01(3), each 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 Protective Advance in proportion to its Pro Rata ShareRevolving Facility Percentage. The Administrative Agent may, at any time, require the applicable Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Pro Rata Share Revolving Facility Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. Each Revolving Lender acknowledges and agrees that (i) the Administrative Agent may elect to fund a Protective Advance through one or more of its Affiliates on behalf of the Administrative Agent for administrative convenience and (ii) any such funding shall constitute a Protective Advance as if made by the Administrative Agent subject to the terms and conditions of this Agreement. All Protective Advances will be repaid by the Borrowers on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (x) 10% of the Aggregate Revolving Commitment and (y) $30,000,0005,000,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.DB1/ 102580159.10 37
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Nautilus, Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,00010% of Availability; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Excess Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (AtriCure, Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the BorrowerCompany, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Borrower Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not (x) at any time exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect 20,000,000 or (y) when added to the Protective Advances being made shall not total Credit Exposure, exceed the Aggregate Total Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall constitute Obligations hereunder be secured by the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) in and to the Collateral and shall be Secured constitute Borrower Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan conditions precedent set forth in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to Section 4.02 have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderbeen satisfied, the Administrative Agent shall promptly distribute may request the Revolving Lenders to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in respect of such Protective AdvanceSection 2.04(b).
Appears in 1 contract
Samples: Credit Agreement (Brunswick Corp)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by Company and the Lenders authorize the Lenders, from time to time in Administrative Agent's sole discretion (but Administrative Agent shall have absolutely no obligation to), to make Loans disbursements or advances to the Borrower, on behalf of all LendersCompany, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable desirable
(i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “"Protective Advances”"); provided thatprovided, the aggregate principal amount of Protective Advances outstanding at any time that Administrative Agent shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect make any Protective Advance (other than with respect to the payment of payroll, insurance premiums and rent or leased properties) unless an Event of Default has occurred and is continuing or Borrower has consented to the making of such Protective Advances being made shall not exceed the Aggregate CommitmentAdvance. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied. The interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin for Term Loans. Each Protective Advance shall be secured by the Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall which may be Secured Obligations charged to the extent provided by Loan Account in accordance with Section 2.182.12(i). All Protective Advances Company shall be Floating Rate Advances. The making pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earlier of the Term Loan Maturity Date and the date on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time which demand for payment is made by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To Administrative Agent shall notify each Lender and Company in writing in advance of each such Protective Advance, which notice shall (y) include a description of the extent not reimbursed by purpose of such Protective Advance and (z) indicate the Borrower following a demand for reimbursementdate on or after which such Protective Advance may be made. Without limitation to its obligations pursuant to Section 9.6, each Lender agrees that it shall make available to fund a Loan Administrative Agent, upon such Agent's demand, in Dollars in immediately available funds, the amount equal to its such Lender's Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon . If such funds are not made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the making of a Protective Advance by date such payment was due until the date such amount is paid to Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally at the Federal Funds Rate for three Business Days and irrevocably purchased from thereafter at the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceBase Rate.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerU.S. Borrowers or the Canadian Borrowers, as applicable, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, that (i) the aggregate principal amount of outstanding Protective Advances outstanding shall not, at any time shall not time, exceed $30,000,000(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 Exposures that no Protective Advance shall be made if after giving effect to the Protective Advances being made thereto, any Lender’s Revolving Exposure shall not exceed the Aggregate such Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations Subject to Section 9.21, the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time secured by the Required Lenders. Any such revocation must be Liens in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share favor of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.and to the applicable Collateral and shall constitute Obligations
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerAdvances, on behalf of all 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 Commitment at such time, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of no Protective Advances outstanding at any time Advance shall not exceed $30,000,000; provided further that, cause the Aggregate Exposures after giving effect Revolving Credit Exposure to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13 and shall be payable on the earlier of demand or the Facility Termination Date. The making of a Protective Advance on Required Xxxxxxx may at any one occasion shall not obligate time revoke the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.2 have been satisfied, the Borrower following Agent may request the Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.2.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Credit Agreement (Star Group, L.P.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount Dollar Equivalent of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the Aggregate Revolving Commitment; provided further that, (x) the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitment and (y) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Borrowers 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 forty-five days after such Protective Advance is made. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Obligations. All Protective Advances shall be Floating ABR Borrowings or Canadian Prime Rate AdvancesBorrowings. 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 Protective 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 Administrative Agent’s receipt thereof. To At any time the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees conditions precedent set forth in Section 4.02 have been satisfied (including with respect to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderAvailability), the Administrative Agent shall promptly distribute may request the Revolving Lenders to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in respect of such Protective AdvanceSection 2.04(b).
Appears in 1 contract
Protective Advances. (ai) Subject to Any contrary provision of this Agreement or any other Loan Document notwithstanding, each of the limitations set forth below, the Borrower Borrowers and the Lenders hereby authorize the Administrative Agent and Agent may, but is not obligated, from time to time in Agent’s sole discretion, to make Loans to Advances to, or for the Borrowerbenefit of, Borrowers on behalf of all the Lenders, which the Administrative Agent, that Agent in its Permitted Discretion, sole discretion deems necessary or desirable (i1) to preserve or protect the Collateral or the value thereof, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents Obligations (any of such Loans are herein the Advances described in this Section 2.4(d)(i) shall be referred to as “Protective Advances”); provided thatprovided, however, that the aggregate principal amount of such Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, five (5%) percent of the Aggregate Exposures after giving effect Commitment then in effect. The Borrowers and the Lenders further hereby authorize Lead Lender and Lead Lender may, but is not obligated, from time to time in Lead Lender’s sole discretion, to make Protective Advances in the form of Swing Line Advances. The Protective Advances described in this Section 2.4(d)(i) may be made by Agent or Lead Lender, as the case may be, notwithstanding that an Inventory Advance Value Deficiency (as hereinafter defined) exists or would be created thereby. Agent shall notify the Lenders as soon as practicable regarding any Protective Advance prior to the making of such Protective Advance (unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent or Lead Lender, as the case may be, may make such Protective Advance and Agent shall provide notice as promptly as practicable thereafter). Each Lender shall be obligated to settle with Agent as provided in Section 2.4(e) for the amount of such Lender’s Base Pro Rata Share of any Protective Advances by Agent or Lead Lender reported to such Lender, which settlement payment shall be deemed to be an Advance for all purposes of this Agreement. In no event will any Lender be required to make a settlement payment that would cause the outstanding principal amount of the Advances made by such Lender to exceed its Base Commitment by more than five (5%) percent. The provisions of this Section 2.3(d) are for the exclusive benefit of the Lenders and Agent and are not meant for the benefit of Borrowers in any way, which shall continue to be bound by the provisions of Section 2.1.
(ii) Each Protective Advance shall be deemed to be an Advance hereunder and, prior to Settlement (as hereinafter defined) therefor, all payments on the Protective Advances being made shall not exceed be payable to Agent solely for its own account or to Lead Lender for its own account, as the Aggregate Commitment. Protective Advances case may be made even if the conditions precedent set forth in Section 4.2 have not been satisfiedbe. The Protective Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder hereunder, and shall be Secured Obligations to bear interest at the extent provided by rate set forth in Section 2.18. All Protective Advances shall be Floating Rate Advances2.7(a). The making provisions of a Protective Advance on any one occasion shall this Section 2.3(d) are for the exclusive benefit of Agent and the Lenders and are not obligate the Administrative Agent intended to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation benefit Borrowers in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advanceway.
Appears in 1 contract
Protective Advances. (a) Subject Although Lender shall have no obligation to make any Advance under this Agreement unless and until all of the limitations relevant conditions set forth belowherein have been fulfilled, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative AgentLender, in its Permitted Discretionsole discretion, deems necessary may make such Advance prior to that time without waiving or desirable (i) to preserve or protect the Collateral or releasing any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, requirements or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms conditions of this Agreement, including payments of reimbursable expenses (including costs, fees; but Borrower shall continue to be strictly obligated and subject thereto, and expenses as described in Section 9.6) all such conditions shall nevertheless be strictly and other sums payable under the Loan Documents (punctually fulfilled; and, notwithstanding any of such Loans are herein referred to as “Protective Advances”); provided thatdisbursement, the aggregate principal amount of Protective Lender, at its discretion, may discontinue any further Advances outstanding at any time shall not exceed $30,000,000; provided further until all of the relevant conditions of this Agreement have been strictly fulfilled. In the event of any dispute that, in the Aggregate Exposures after giving effect to good faith opinion of Lender, may endanger the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances fulfillment of any condition or covenant contained herein, Lender may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent agree to make any Protective Advance on any other occasion. The Administrative Agent’s authorization Advances for the account of Borrower without prejudice to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the dateBorrower's rights, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, recover said funds from the Administrative Agent shall promptly distribute party to whom paid. All sums paid or agreed to be paid pursuant to such Lenderagreement shall be for the account of Borrower, and shall constitute Advances pursuant to SECTION 2.
1. At any time that an uncured or non-waived Event of Default exists, Lender may at its sole option make Advances from the Restated Loan in payment of taxes, assessments, liens or encumbrances existing against any of the Collateral, and any charges and expenses that are the obligation of Borrower under any of the Restated Loan Documents. Notwithstanding what may otherwise be provided herein, Lender shall not make Advances in payment of taxes, assessments, liens or encumbrances if Borrower is then contesting such Lender’s Pro Rata Share liability and Borrower has provided a bond or other form of additional collateral security acceptable to Lender (in its sole and absolute discretion) which when liquidated would provide enough cash to satisfy all payments obligations of principal Borrower under such liability including, without limitation, interest, penalties, costs and fees. All Advances pursuant to this SECTION 3.4 shall be deemed made under and added to the outstanding balance of Facility Note and bear interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advanceas provided thereunder.
Appears in 1 contract
Samples: Credit Facilities Agreement (Integrated Information Systems Inc)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, (x) the aggregate principal amount of Protective Advances outstanding at any time time, when aggregated with the amount of Overadvances outstanding at such time, shall not at any time exceed $30,000,000; provided further that, 10% of the Aggregate Exposures Commitment, (y) no Protective Advance shall cause any Lender’s Revolving Exposure to exceed such Lender’s Commitment and (z) the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Aggregate Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject The Administrative Agent may from time to time, after the occurrence and during the continuance of an Event of Default, make Protective Advances in an amount not in excess of $5,000,000 but in no event, when added to the limitations set forth belowoutstanding Revolving Credit Obligations at such time, shall any such amounts exceed the Borrower and the Lenders authorize the aggregate Revolving Credit Commitments. The Administrative Agent to make Loans to shall notify the Borrower, on behalf Company and each Lender in writing of all Lenderseach such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Company agrees to pay the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatupon demand, the aggregate principal amount of all outstanding Protective Advances outstanding Advances, together with interest thereon at any time shall not exceed $30,000,000; provided further thatthe Base Rate plus the Applicable Base Rate Margin, from the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making date of a such Protective Advance on any one occasion shall not obligate until the Administrative Agent outstanding principal balance thereof is paid in full. If the Company fails to make payment in respect of any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by within one (1) Business Day after the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon date the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a Company receives written demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 notify each Lender, and each Lender agrees that it shall thereupon make available to the Administrative Agent, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by such Protective Advance. If such funds are not made available to the Administrative Agent in respect by such Lender within one (1) Business Day after the Administrative Agent’s demand therefor, the Administrative Agent shall 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 Administrative Agent its Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the Company.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Working Capital Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerWorking Capital Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Working Capital Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “"Protective Advances”"); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010,000,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesCBFR 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 Protective 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 Administrative Agent’s 's receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan conditions precedent set forth in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to Section 4.02 have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderbeen satisfied, the Administrative Agent shall promptly distribute may request the Revolving Lenders to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in respect of such Protective AdvanceSection 2.04(b).
Appears in 1 contract
Protective Advances. (ai) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 6.2), the Borrower and the Lenders authorize the Administrative Agent is authorized by the Borrowers and the 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 obligation to), to make Loans to the BorrowerBorrowers, on behalf of all LendersLenders at any time that any condition precedent set forth in Section 6.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted 57 Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.611.5) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower (acting in good faith)) under the Loan Documents (any of each such Loans are herein referred to as Loan, a “Protective AdvancesAdvance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Line Cap; 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 at any time shall not hereunder would exceed $30,000,00010% of the Line Cap as determined on the date of such proposed Protective Advance; provided further thatand provided, further, that the Aggregate Exposures after giving effect to aggregate amount of Borrowings (including the aggregate amount of outstanding Protective Advances being made Advances) shall not exceed the Aggregate Total Revolving Commitment. No Protective Advances Advance may remain outstanding for more than thirty days without the consent of the Required Lenders unless a liquidation is taking place. Each Protective Advance shall be made even if an ABR Loan. Each Protective Advance shall be secured by the conditions precedent set forth Liens in Section 4.2 have not been satisfied. The Protective Advances favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionhereunder. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following The making of a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse on any one occasion shall not obligate the Administrative Agent for such to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 6.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(e)(ii).
(bii) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata SharePercentage. 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 Pro Rata Share Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (ai) Subject to the limitations set forth belowterms of the Intercreditor Agreement, each Agent, any Lender (or any of them) with the Borrower and the Lenders authorize the consent of Administrative Agent shall be authorized, in their sole discretion, to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, ("Protective Advances") if such Agent deems such Loans necessary or desirable (ia) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Secured Obligations, (b) to obtain any insurance if any Loan Party fails to obtain the insurance required by the terms hereof or fails to pay any premium thereon, (iii) c); to pay any other amount amounts chargeable to or required to be paid by the Borrower Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Any Agent or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent Lender which intends to make any Protective Advance on shall use commercially reasonable efforts, to the extent practicable, to consult with the other Agent and/or the other Lenders (as applicable) prior to making any other occasionProtective Advance. The Administrative Notwithstanding the foregoing, in no event shall any Agent or any Lender have any duty or obligation to make any Protective Advance(s). All Protective Advances paid shall constitute expenses reimbursable under Section 10.04, shall be immediately due and payable, shall bear cash interest until paid at the then highest interest rate applicable to any of the Obligations and shall be secured by the Collateral. Required Xxxxxxx may at any time revoke any Agent’s authorization 's and any Xxxxxx's authority to make Protective Advances may be revoked at any time hereunder by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the written notice to Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursementAbsent such revocation, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making Agent's determination that funding of a Protective Advance by the Administrative Agent, each Lender is appropriate shall be deemed, without further action conclusive. Each Agent will use good faith commercially reasonable efforts (with no liability for failing to do so) to provide Administrative Borrower with notice of Agents or Lenders obtaining any insurance on behalf of Administrative Borrower or any other Loan Party at the time it is obtained or within a reasonable time thereafter. The making of any Protective Advances shall not be or be deemed to be an agreement to make Protective Advances in similar or different circumstances in the future and shall not operate or be deemed to operate as a waiver by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse Agent or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required of any Event of Default.
(ii) The provisions of this Section 8.02(c) are for the exclusive benefit of Administrative Agent and the Lenders and are not intended to fund its participation benefit Borrowers (or any other Loan Party) in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advanceway.
Appears in 1 contract
Samples: Loan and Security Agreement (INVACARE HOLDINGS Corp)
Protective Advances. (a) Subject If any Loan Party that is a party hereto fails to obtain the limitations set forth below, insurance required by the Borrower and the Lenders authorize the Administrative Agent terms hereof or fails to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary pay any premium thereon or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) fails to pay any other amount chargeable which such Loan Party is obligated to pay under this Agreement, any other Loan Document or required to be paid by the Borrower otherwise, Administrative Agent or Lenders (or any of them), in its Subsidiaries pursuant or their (as applicable) sole discretion, may obtain such insurance or make such payment (any such amount so paid by Administrative Agent or Lenders, a “Protective Advance”). Without limiting the generality of the foregoing, Administrative Agent or Lenders (or any of them) shall be authorized, in its or their (as applicable) sole discretion, to the terms make Protective Advances on behalf of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents Parties (or any of such Loans are herein referred to as “Protective Advances”them); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All that Administrative Agent or Lenders (or any of them), as applicable, deem such Protective Advances shall be Floating Rate Advancesare necessary or desirable to preserve or protect Collateral or to enhance the collectability or repayment of the Obligations. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent or any Lender which intends to make any Protective Advance on shall use commercially reasonable efforts, to the extent practicable, to consult with Administrative Agent and/or the other Lenders (as applicable) prior to making any other occasionProtective Advance. The Notwithstanding the foregoing, in no event shall Administrative Agent or any Lender have any duty or obligation to make any Protective Advance(s). All Protective Advances paid shall constitute expenses reimbursable under Section 10.04, shall be immediately due and payable, shall bear cash interest until paid at the then highest interest rate applicable to any of the Obligations and shall be secured by the Collateral. Required Lenders may at any time revoke Administrative Agent’s authorization authority to make Protective Advances may hereunder by written notice to Administrative Agent. Administrative Agent will use good faith commercially reasonable efforts (with no liability for failing to do so) to provide Borrower with notice of Administrative Agent or Lenders obtaining any insurance on behalf of Borrower or any other Loan Party at the time it is obtained or within a reasonable time thereafter. The making of any Protective Advances shall not be revoked at any time by or be deemed to be an agreement to make Protective Advances in similar or different circumstances in the Required Lenders. Any such revocation must be in writing future and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed operate or be deemed to operate as a waiver by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in of any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share Event of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceDefault.
Appears in 1 contract
Samples: Loan and Security Agreement (Intercloud Systems, Inc.)
Protective Advances. (ai) Subject Any provision of this Agreement to the contrary notwithstanding (but subject to the limitations set forth belowbelow in this Section), the Borrower and the Lenders authorize the Administrative Agent is authorized by the Borrowers and the Lenders, in its sole discretion (but with absolutely no obligation), and whether or not the conditions precedent set forth in Section 4.02 have been satisfied, to make Loans to the BorrowerBorrowers, on behalf of all the Lenders, in amounts that exceed Availability, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, it being agreed that no Protective Advance shall result in a Default due to the aggregate principal Borrowers’ failure to comply with Section 2.01 or Section 4.02 for so long as such Protective Advance remains outstanding in accordance with the terms of this Section, but solely with respect to the amount of such Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentAdvance. Protective Advances may shall be made even if secured by the conditions precedent set forth Liens in Section 4.2 have not been satisfied. The Protective Advances favor of the Administrative Agent (for the benefit of the Secured Parties) in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR Borrowings. The making authority of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed 5% of the total Commitments at any time, and no Protective Advance on shall cause any other occasion. The Lender’s Revolving Credit Exposure to exceed its Commitment, provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Protective Advances may be revoked at (it being agreed that any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). To At any time that the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b)(ii).
(bii) Upon The Administrative Agent may, not later than 10:00 a.m., New York City time, on any Business Day require the making Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding, specifying in such notice the aggregate amount of the Protective Advances in which the Lenders will participate and specifying for each Lender such Lender’s Applicable Percentage of such Protective Advances. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent such Lender’s Applicable Percentage of such Protective Advances. Each Lender acknowledges and agrees that its obligation to acquire participations in Protective Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Protective Advance by Default or reduction or termination of the Administrative AgentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall be deemedcomply with its obligation under this paragraph by wire transfer of immediately available funds, without further action in the same manner as provided in Section 2.06 with respect to Loans made by any party heretosuch Lender (and Section 2.06 shall apply, mutatis mutandis, to have unconditionally the payment obligations of the Lenders), and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 apply the amounts so received by it from the Lenders to its claims against them in respect of such Lenderparticipations in Protective Advances. The Administrative Agent shall notify the relevant Borrower of any participations in any Protective Advances acquired pursuant to this paragraph, and thereafter payments in respect of such Lender’s Pro Rata Share Protective Advances shall be made to the Administrative Agent for the accounts of all payments of principal and interest and all proceeds of Collateral the applicable Lenders. Any amounts received by the Administrative Agent from a Borrower (or other party on behalf of such Borrower) in respect of a Protective Advance of such Borrower after receipt of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent if and to the extent such payment is required to be refunded to such Borrower for any reason. The purchase of participations in a Protective AdvanceAdvance pursuant to this paragraph shall not relieve the relevant Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (J C Penney Co Inc)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0003,750,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to Upon the limitations set forth belowoccurrence and during the continuance of an Event of Default, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole, reasonable discretion, may make Revolving Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders having Revolving Facility Commitments, so long as the aggregate outstanding amount of such Revolving Loans, together with the aggregate outstanding amount of the Overadvances, does not exceed 10.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to:
(ia) to preserve or protect the Collateral all or any portion thereof, of the Collateral;
(iib) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and the other Secured Obligations, or ; or
(iiic) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to this Agreement (the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as Revolving Loans described in this Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as 2.01(3), “Protective Advances”); provided thatthat (i) with respect to Protective Advances, in no event will the Revolving Facility Credit Exposure exceed the aggregate principal amount of Protective Advances outstanding Revolving Facility Commitments and (ii) the Required Lenders under the Revolving Facility may at any time shall not exceed $30,000,000; provided further that, revoke the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 future Protective Advances may be revoked at Advances; provided, further, that any time by the Required Lenders. Any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereofthereof and existing Protective Advances will not be subject to thereto. To Each applicable Revolving Lender will be obligated to advance to the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to Borrowers its Pro Rata Share applicable Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(3). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders will be bound to reimburse the Administrative Agent for make, or permit to remain outstanding, such Protective Advance.
(b) Upon Advances based upon their applicable Revolving Facility Percentages in accordance with the making terms of a this Agreement. All Protective Advances will be repaid by the applicable Borrowers on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. No Protective Advance by may remain outstanding for more than forty-five (45) days without the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from consent of the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceRequired Lenders.
Appears in 1 contract
Samples: Loan Agreement (Ulta Beauty, Inc.)
Protective Advances. (ai) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other past due amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances and Overadvances, collectively, outstanding at any time shall not at any time exceed $30,000,0005,000,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesCBFR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(bj) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Dril-Quip Inc)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to) during the continuation of a Unmatured Default or Default, to make Loans to the BorrowerAdvances, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed ten percent (10%) of the aggregate Revolving Commitment of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of no Protective Advances outstanding at any time Advance shall not exceed $30,000,000; provided further that, cause the Aggregate Exposures after giving effect Credit Exposure to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Revolver Termination Date. The making of a Protective Advance on Required Lenders may at any one occasion shall not obligate time revoke the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.2 have been satisfied, the Borrower following Agent may request the Revolving Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.2.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Credit Agreement (Action Performance Companies Inc)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010,000,000; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesCBFR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Highland Transcend Partners I Corp.)
Protective Advances. (a) Subject to the limitations terms and conditions set forth belowherein, the Lenders may, in their sole and absolute discretion, make advances (each, 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 Lenders authorize 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 make Loans making a Protective Advance Loan, which notice shall specify (i) 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 Borrower, on behalf satisfaction of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance Administrative Agent will not advance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”)Advance Loan; provided that, (i) in the aggregate principal amount of Protective Advances outstanding at 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 time shall not exceed $30,000,000; provided further thatsuch Forbearance Agreement or other assurances, the Aggregate Exposures after giving effect creditor under the Applicable Mortgage Indebtedness is or becomes entitled to accelerate the Protective Advances being made shall not exceed Applicable Mortgage Indebtedness or enforce its rights in the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate collateral therefor, the Administrative Agent to make any may advance Protective Advance on any other occasion. The Administrative Agent’s authorization Loans pursuant to make Protective Advances may be revoked at any time by this Section 2.01(c) without regard to this sentence and (ii) without the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share prior written consent of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, each 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 Agentor dispose of, without recourse or warrantyexercise their rights as a secured creditor in, an undivided interest and participation collateral for such Applicable Mortgage Indebtedness, in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advancefull or partial satisfaction thereof.
Appears in 1 contract
Protective Advances. (ai) Subject to the limitations set forth below, the The Administrative Agent shall be authorized by each Borrower and the Term Loan Lenders authorize from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans advances to the Borrower, Borrowers on behalf of all Lendersthe Term Loan 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 (ia) to preserve or protect the Collateral or any portion thereof, thereof or (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Term Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Term Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Exposure. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be Floating Rate Advancestreated for all purposes as Term Loans.
(ii) Each Term Loan Lender shall participate in each Protective Advance on a ratable basis. The making Required Lenders may at any time revoke the Administrative Agent’s authority 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 on is appropriate shall be conclusive. The Administrative Agent may request the Term Loan Lenders to make a Loan to repay a Protective Advance. At any one occasion shall not obligate other time, the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by require the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees Term Loan Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.01(c)(iii).
(biii) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each Term Loan 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 Protective Advance equal to the proportion of the Term Loan Exposure of such Term Loan Lender to the Term Loan Exposure of all Term Loan Lenders (its “Ratable Share”) of such Protective Advance. Each Term Loan Lender shall transfer (a “Transfer”) the amount of such Term Loan Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in proportion any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to its Pro Rata Share12:00 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. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Term Loan Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Term Loan Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Term Loan Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Prime Rate. From and after the date, if any, on which any Term Loan Lender is required to fund fund, and funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Term Loan Lender, such Term Loan Lender’s Pro Rata Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject Agent shall be authorized, in its sole and absolute discretion, at any time or times that a Default or Event of Default exists or any of the conditions precedent set forth in Section 11 hereof have not been satisfied, to make Revolver Loans that are Base Rate Loans to Borrowers in an aggregate amount outstanding at any time not to exceed $5,000,000, but only to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the 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 Collateral or any portion thereof, (ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments costs, fees and expenses, all of reimbursable expenses which Protective Advances shall be deemed part of the Obligations and secured by the Collateral and shall be treated for all purposes of this Agreement (including costsSections 5.6.1 and 15.4) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, feeshowever, that the Required Lenders may at any time revoke Agent’s authorization to make any such Protective Advances by written notice to Agent, which shall become effective prospectively upon and expenses as described after Agent’s actual receipt thereof. Absent such revocation, Agent’s determination that the making of a Protective Advance is required for any such purposes shall be conclusive. Each Revolver Lender shall participate in Section 9.6) and other sums payable under each Protective Advance in an amount equal to its Pro Rata share of the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatRevolver Commitments. Notwithstanding the foregoing, the aggregate principal maximum amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further thattime, the Aggregate Exposures after giving effect when added to the Protective Advances being made aggregate of Revolver Loans, LC Obligations and Out-of-Formula Loans outstanding at such time, shall not exceed the Aggregate Commitmenttotal of the Revolver Commitments. Protective Advances Nothing in this Section 2.1.6 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 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder incurred by Agent and that Borrowers shall be Secured Obligations obligated to the extent reimburse to Agent as provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceLoan Documents.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) 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 Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all 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, 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 (i) to preserve or protect the Collateral all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatthat (a) in no event shall the Revolving Facility Credit Exposure exceed the total Revolving Facility Commitments, (b) the aggregate principal amount of Protective Advances outstanding Required Lenders may at any time shall not exceed $30,000,000; provided further that, revoke the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse ) and (c) the Administrative Agent for may not make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent such Protective Advance.
(b) Upon Revolving Facility Loans would cause a Lender’s share of the making of a Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be 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 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 the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, but only for so long as the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of allows such Protective AdvanceAdvances to be outstanding.
Appears in 1 contract
Samples: Credit Agreement (Verso Paper Corp.)
Protective Advances. (ai) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 6.2), the Borrower and the Lenders authorize the Administrative Agent is authorized by AMERICAS 94977503 the Borrowers and the 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 obligation to), to make Loans to the BorrowerBorrowers, on behalf of all LendersLenders at any time that any condition precedent set forth in Section 6. 2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.611.5) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower (acting in good faith)) under the Loan Documents (any of each such Loans are herein referred to as Loan, a “Protective AdvancesAdvance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Line Cap; 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 at any time shall not hereunder would exceed $30,000,00010% of the Line Cap as determined on the date of such proposed Protective Advance; provided further thatand provided, further, that the Aggregate Exposures after giving effect to aggregate amount of Borrowings (including the aggregate amount of outstanding Protective Advances being made Advances) shall not exceed the Aggregate Total Revolving Commitment. No Protective Advances Advance may remain outstanding for more than thirty days without the consent of the Required Lenders unless a liquidation is taking place. Each Protective Advance shall be made even if secured by the conditions precedent set forth Liens in Section 4.2 have not been satisfied. The Protective Advances favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionhereunder. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following The making of a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse on any one occasion shall not obligate the Administrative Agent for such to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 6.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(e)(ii).
(bii) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata SharePercentage. 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 Pro Rata Share Percentage of all payments of principal and interest and all AMERICAS 94977503 proceeds of Collateral (if any) received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
(a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s Permitted Discretion (but shall have no obligation), to make Base Rate Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, Agent deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.611.1) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, (x) unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall give the Borrower two (2) Business Days prior written (including by email) notice before making any Protective Advance and during such two (2) Business Day period the Borrower may provide the Administrative Agent with immediately available funds (or instruct the Administrative Agent to use funds in the Collection Account) in the amount of the proposed Protective Advance in lieu of such Protective Advance and the Administrative Agent may only make such proposed Protective Advance to the extent the Borrower shall have not provided such funds to the Administrative Agent (or authorized Administrative Agent to use funds in the Collection Account for such purpose) prior to the expiration of such two (2) Business Day period and (y) the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000[***] ([***]%) of the Commitments; provided further that, the Aggregate Exposures aggregate Revolving Credit Exposure of the Lenders after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitmentaggregate Commitments of the Lenders at such time. The unpaid principal amount of each Protective Advance shall, subject to Section 2.7(e), bear interest at the Applicable Rate for Base Rate Loans. Protective Advances may not be converted to Benchmark Rate Loans.
(b) Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing occasion and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed constitute a waiver by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such or the Lenders of any Event of Default.
(c) At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance.
(bd) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share '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.
(e) The unpaid amount of each Protective Advance shall be due and payable on the earlier of the Maturity Date and demand by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but will have absolutely no obligation), to make additional Loans to the BorrowerBorrowers, on behalf of all Lenders, which that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall will be secured by the Liens granted in favor of the Administrative Agent in and to the Collateral and will constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advanceswill accrue interest at the same rate as applicable to the Term Loans. The making of a Protective Advance on any one occasion shall will not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursementAt any time, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advancemay require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each Lender shall will 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 Protective Advance in proportion to its Pro Rata Sharesuch Lender’s 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 will promptly distribute to such Lender, such Lender’s Pro Rata Share 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.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Francesca's Holdings CORP)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionreasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00015,000,000; and provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate unused Available Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that the extent not reimbursed by Availability Amount is greater than $0 and the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Domestic Revolving Lenders to make a Domestic Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.19(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each Domestic 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage. From and after the date, if any, on which any Domestic 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Working Capital Credit Agreement (Pliant Corpororation)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the aggregate amount of Revolving Commitments; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the Aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,00012,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Obligations. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceAdvance regardless of whether (x) the conditions precedent set forth in Section 4.2 have been satisfied and (y) such Loan would cause such Lender’s Credit Exposure to exceed its pro rata share of the Borrowing Base or the Aggregate Exposure to exceed the Borrowing Base.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the Aggregate Revolving Commitment; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made Revolving Exposure shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (ai) Subject to the limitations set forth below, The Administrative Agent is hereby authorized by the Borrower and the Lenders authorize the Administrative Agent each Lender to make Loans Revolving Term Advances to the Borrower, on behalf of all Revolving Term Lenders, which if the Administrative Agent, in its Permitted Discretionsole discretion (but with absolutely no obligation), deems such Revolving Term Advances necessary or desirable (ia) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, the collectability or repayment of the Loans and other Secured Obligations, Obligations or (iiib) to pay any other amount amounts chargeable to or required to be paid by the Borrower or the other Loan Parties under any of its Subsidiaries pursuant to the terms of this AgreementLoan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans Revolving Term Advances are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures notwithstanding that after giving effect to the any such Protective Advances being made shall not the Revolving Term Facility Usage would exceed the Aggregate Commitment. Protective Advances may be made even if Revolving Term Commitment Amount or that the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of .
(ii) If funding a Protective Advance on would cause the Revolving Term Facility Usage (including all outstanding Protective Advances) to exceed the Aggregate Revolving Term Commitment Amount, the Administrative Agent in its sole discretion (by or through itself, any one occasion shall not obligate of its Affiliates or another Revolving Term Lender, subject to the consent of such Revolving Term Lender) may increase its Revolving Term Commitment (and, concurrently, its Letter of Credit Sublimit, if necessary) in an amount determined by the Administrative Agent to make any be sufficient to accommodate such Protective Advance on any other occasionand such future Protective Advances as the Administrative Agent may reasonably anticipate making (each, a “Protective Advance Commitment Increase”).
(iii) Each Protective Advance shall be deemed to be a Revolving Term Advance hereunder and bear interest at the rate applicable to Floating Rate Loans. The Administrative Agent’s authorization determination that funding or permitting a Protective Advance is appropriate shall be conclusive. Each Revolving Term Lender’s obligation to purchase a participation in each Protective Advance and fund its Pro Rata Share of any Protective Advance (as described in subsection (iv) below) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) the failure of any conditions set forth in Section 4.2 hereof to be satisfied, (B) any set-off, counterclaim, recoupment, defense or other right which such Revolving Term Lender may have against the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (C) the occurrence or continuance of a Default or Event of Default, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. The Administrative Agent shall not be required to obtain the consent of any Lender as a condition to making a Protective Advance or implementing a Protective Advance Commitment Increase, but the Administrative Agent’s discretion to make Protective Advances and implement Protective Advance Commitment Increases may be revoked prospectively at any time by the Required Lenders. Any No such revocation must shall affect any Lender’s obligations under this Agreement with respect to Protective Advances made prior to the date of any such 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. To sole discretion, whereupon the extent not reimbursed Revolving Term Commitment and Letter of Credit Sublimit, as applicable, shall be reduced by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each such terminated Protective Advance to reimburse the Administrative Agent for such Protective AdvanceCommitment Increase.
(biv) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each Revolving Term 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 Protective Advance in proportion to its Pro Rata Share. At any time the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent may require the Revolving Term Lenders to make Revolving Term Advances to repay outstanding Protective Advances in proportion to its Pro Rata Share. From and after the date, if any, on which any Revolving Term Lender is required to fund funds its participation in any Protective Advance purchased hereunderhereunder by making Revolving Term Advances, the Administrative Agent shall promptly distribute to such Revolving Term Lender, such Revolving Term Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
(v) In no event shall the Borrower or any other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0005,000,000; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Griffon Corp)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,00012,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances 50 may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Obligations. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceAdvance regardless of whether (x) the conditions precedent set forth in Section 4.2 have been satisfied and (y) such Loan would cause such Lender’s Credit Exposure to exceed its pro rata share of the Borrowing Base or the Aggregate Exposure to exceed the Borrowing Base.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 LenderXxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject The Administrative Agent may from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances in Dollars pursuant to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, Loan Documents which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or Obligations up to an amount not in excess of the lesser of the Revolving Credit Availability at such time and $5,000,000 (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “"Protective Advances”"); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by Agent shall notify the Required Lenders. Any such revocation must be Company and each Lender in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon , which notice shall include a description of the making purpose of a such Protective Advance by Advance. The Company agrees to pay the Administrative Agent, each Lender shall be deemedupon demand, without further action by the principal amount of all outstanding Protective Advances, together with interest thereon at the Base Rate applicable to the Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Company fails to make payment in respect of any party hereto, to have unconditionally and irrevocably purchased Protective Advance within one (1) Business Day after the date the Company receives written demand therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 notify each Lender and each Lender agrees that it shall thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by such Protective Advance. If such funds are not made available to the Administrative Agent in respect by such Lender within one (1) Business Day after the Administrative Agent's demand therefor, the Administrative Agent shall 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 Administrative Agent its Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Share of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the Company.
Appears in 1 contract
Samples: Credit Agreement (Insilco Corp/De/)
Protective Advances. (a) Subject In the event of the failure of Fee Owner to the limitations set forth belowpay taxes, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrowerinsurance premiums, on behalf of all Lenderscosts, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance other charges required by the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required Collaterally Assigned Loan Documents to be paid by Fee Owner that may become liens against the Mortgaged Property or any part thereof, or otherwise if determined by Borrower to be commercially prudent in order to construct the Mortgaged Property or preserve the collateral for the Collaterally Assigned Loan or to otherwise protect or enforce Borrower’s liens and security interests under the Collaterally Assigned Mortgage and other Collaterally Assigned Loan Documents or otherwise to pay for expenditures that are emergency in nature and that the Borrower believes are reasonably necessary to prevent personal injury, loss of life, material damage or any of its Subsidiaries pursuant substantial economic harm to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents Mortgaged Property (any of such Loans are herein referred to as amount, a “Protective AdvancesAdvance”); provided that, Borrower shall notify Lender of the aggregate principal amount estimated by Borrower to be required under this Section 10.05, together with supporting documentation related thereto. Additionally, Lender may independently learn and determine that a Protective Advance is required and may notify Borrower of the amount estimated by Lender to be required under this Section 10.05. In either such case, Borrower shall promptly advance to or on behalf of Fee Owner such Protective Advances outstanding at any time shall Advance. In the event that (x) Borrower does not exceed $30,000,000; provided further thatadvance such Protective Advance within ten (10) days after notification to Lender and/or request from Lender, or (y) Lender reasonably believes such Protective Advance is commercially prudent in order to preserve the Aggregate Exposures after giving effect collateral for the Collaterally Assigned Loan or otherwise pay for expenditures that are emergency in nature and that Lender believes are reasonably necessary to prevent personal injury, loss of life, material damage or substantial economic hard to the Mortgaged Property, or prevent a lapse of insurance coverage, Lender may, but is not obligated to, make such Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Advance. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time , charges, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Required Lenders. Any such revocation must be Lender in writing and shall become effective prospectively upon exercising any right, power or remedy conferred by this Section 10.05, together with interest on those amounts at the Administrative Agent’s receipt thereof. To Default Rate, from the extent not reimbursed time paid by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance until repaid by the Administrative AgentBorrower, each Lender shall are deemed to be deemed, without further action by any party hereto, to have unconditionally principal outstanding under this Loan Agreement and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceNote.
Appears in 1 contract
Samples: Loan and Security Agreement (Franklin BSP Realty Trust, Inc.)
Protective Advances. The Agent may from time to time, (ai) Subject before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, Loan Documents which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, thereof and (ii) after the occurrence of an Event of Default which is continuing unwaived, to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured ObligationsObligations ("Protective Advances"); provided, or (iii) however, that Agent shall obtain the prior written consent of the Requisite Lenders with respect to the making of any Protective Advance which, when combined with other Protective Advances not then reimbursed by the Borrowers, would exceed $3,000,000. The Agent shall notify Distribution and each Lender in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Borrowers jointly and severally agree to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this AgreementAgent, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatupon demand, the aggregate principal amount of all outstanding Protective Advances Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans pursuant to Section 5.01 from the date of such Protective Advance until the outstanding at principal balance thereof is paid in full. If the Borrowers fail to make payment in respect of any time shall not exceed $30,000,000; provided further thatProtective Advance within one (1) Business Day after the date Distribution receives written demand therefor from the Agent, the Aggregate Exposures after giving effect Agent shall promptly notify each Lender and each Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advances being made Advance; provided, however, that no Lender shall not exceed the Aggregate be required to make any such payment in excess of its then unfunded Revolving Credit Commitment. If such funds are not made available to the Agent by any Lender within one (1) Business Day after the Agent's demand therefor, the 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 Agent its Pro Rata Share of any such Protective Advances may Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Share of such Protective Advance on the date such payment is to be made even if nor increase the conditions precedent set forth in Section 4.2 have not been satisfiedobligation of any other Lender to make such payment to the Agent. The All outstanding principal of, and interest on, Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time secured by the Required Lenders. Any such revocation must be Collateral until paid in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed full by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceBorrowers.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Credit Agreement (Aviation Sales Co)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerU.S. Borrowers or the Canadian Borrowers, as applicable, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral applicable Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, that (i) the aggregate principal amount of outstanding Protective Advances outstanding shall not, at any time shall not time, exceed $30,000,000(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 Exposures that no Protective Advance shall be made if after giving effect to the Protective Advances being made thereto, any Lender’s Revolving Exposure shall not exceed the Aggregate such Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Subject to Section 9.21, the Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the applicable Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating ABR Borrowings or Canadian Prime Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionBorrowings, as applicable. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time the extent making of such Revolving Loan would not reimbursed by violate the Borrower following a demand for reimbursementRevolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 9.21) received by the Administrative Agent in respect of such Protective Advance; provided that no Lender holding a Commitment shall be obligated in any event to make Revolving Loans in an amount in excess of its Commitment minus its Applicable Percentage (taking into account any reallocations under Section 2.20) of the LC Exposure of all outstanding Letters of Credit.
Appears in 1 contract
Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make U.S. Revolving Credit Loans (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(g), “U.S. Protective Advances”) or to cause to be made through Bank of America-Canada Branch as its sub-agent Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(g), “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective Advances”) (a) Subject in an aggregate amount not to exceed, when taken together with all U.S. Overadvances and all Canadian Overadvances, (x) if the limitations set forth belowU.S. Excess Availability shall be less than zero when any such U.S. Protective Advance is made, or if the Borrower and the Lenders authorize Canadian Excess Availability shall be less than zero when any such Canadian Protective Advance is made, $10,000,000 at any time outstanding or (y) otherwise, $15,000,000 at any time outstanding, in each case if the Administrative Agent to make reasonably deems such Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Loans and other Secured Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the Borrower or Loan Parties under any of its Subsidiaries pursuant to the terms of this AgreementLoan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitmentexpenses. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder secured by the Collateral and shall be Secured Obligations entitled to all of the extent provided by Section 2.18benefits of the Loan Documents. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively Immediately upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative AgentAdvance, each applicable Appropriate Lender shall be deemeddeemed to, without further action by any party heretoand hereby irrevocably and unconditionally agrees to, to have unconditionally and irrevocably purchased purchase from the Administrative Agent, without recourse or warranty, an undivided interest and Agent a risk participation in such Protective Advance in proportion an amount equal to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, product of such applicable Revolving Credit Lender's Applicable Percentage times the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect amount of such Protective Advance. The Supermajority Lenders may at any time revoke the Administrative Agent's authority to make further Protective Advances 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. In no event shall Protective Advances cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Lender's Commitment.
Appears in 1 contract
Samples: Credit Agreement (Nortek Inc)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the Aggregate Revolving Commitment then in effect; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionCBFR Borrowings. The Administrative Agent’s authorization to make Protective Advances pursuant to each of Section 2.04(a)(i) and Section 2.04(a)(ii) may be revoked at any time by 100% of the Required 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. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Agent is authorized by the Borrowers, the Guarantors and the Lenders authorize Lenders, from time to time after the Administrative Agent occurrence and during the continuance of an Event of Default in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costsprincipal, interest, Letter of Credit Disbursements, fees, and premiums, reimbursable expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”), whether or not such Protective Advances shall cause the Aggregate Credit Exposure to exceed the Total Commitment; provided that, the aggregate principal amount of Protective Advances outstanding at any time time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment10,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.02 have been satisfied, the Borrower following Agent may request the Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.05(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceCommitment Percentage.
Appears in 1 contract
Protective Advances. (a) 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 Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all 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 (i) to preserve or protect the Collateral all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatthat (a) in no event shall the Revolving Facility Credit Exposure exceed the total Revolving Facility Commitments, (b) the aggregate principal amount of Protective Advances outstanding Required Lenders may at any time shall not exceed $30,000,000; provided further that, revoke the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed ) and (c) unless otherwise consented to by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderaffected Lender, the Administrative Agent shall promptly distribute may not make Revolving Facility Loans on behalf of the 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 Credit Exposure to exceed such Lender’s Pro Rata Share Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Revolving Facility Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.01(c), then the Borrowing Base shall thereafter be deemed ratably increased by the amount of all payments of principal and interest and all proceeds of Collateral received by such permitted Protective Advances, but only for so long as the Administrative Agent in respect of allows such Protective AdvanceAdvances to be outstanding.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount Dollar Equivalent of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the Aggregate Revolving Commitment; provided further that, (x) the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitment and (y) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Borrowers 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 forty-five days after such Protective Advance is made. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Obligations. All Protective Advances shall be Floating ABR Borrowings or Canadian Prime Rate AdvancesBorrowings. 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 Protective 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 Administrative Agent’s receipt thereof. To At any time the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied (including with respect to Availability), each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
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Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make loans (any such loans made pursuant to this Section 2.01(c), “Protective Advances”) (a) Subject up to an aggregate amount not to exceed the limitations set forth belowlesser of (x) $5,000,000 and (y) 10.00% of the Borrowing Base outstanding at any time, the Borrower and the Lenders authorize if the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, reasonably deems such Protective Advances necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Loans and other Secured Senior Credit Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by the Borrower or Loan Parties under any of its Subsidiaries pursuant to the terms of this AgreementLoan Documents, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitmentexpenses. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Senior Credit Obligations hereunder secured by the Collateral and shall be Secured Obligations entitled to all of the extent provided by Section 2.18benefits of the Loan Documents. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively Immediately upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative AgentAdvance, each applicable Revolving Credit Lender shall be deemeddeemed to, without further action by any party heretoand hereby irrevocably and unconditionally agrees to, to have unconditionally and irrevocably purchased purchase from the Administrative Agent, without recourse or warranty, an undivided interest and Agent a risk participation in such Protective Advance in proportion to its Pro Rata Share. From and after the datefollowing order (x) first, if any, on which any each Tranche 2 Revolving Credit Lender is required to fund its shall purchase a risk participation in any such Protective Advance in an amount equal to the product of such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Adjusted Percentage times the principal amount of such Protective Advance to the extent such purchase does not cause the Tranche 2 Available Commitments to decrease below zero (a “Tranche 2 Protective Advance Participation”) and (y) second, each Tranche 1 Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Tranche 1 Revolving Credit Lender’s Tranche 1 Applicable Adjusted Percentage times the principal amount of such Protective Advance to the extent risk participations were not purchased hereunderpursuant to the immediately preceding clause (x) (a “Tranche 1 Protective Advance Participation” and together with the Tranche 2 Protective Advance Participations, the “Protective Advance Participations”). The Tranche 1 Protective Advance Participations shall automatically convert to Tranche 2 Protective Advance Participations at the end of each day to the extent that the Tranche 2 Available Commitments exceed zero at the end of such day. The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent Agent’s determination that funding of a Protective Advance is appropriate shall promptly distribute to such Lenderbe conclusive. In no event shall a Protective Advance be made if , such Lender’s Pro Rata Share after giving effect thereto, (A) the sum (without duplication) of (I) Tranche 1 Revolving Credit Exposure of all payments Tranche 1 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of principal all of the Tranche 1 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 1 Revolving Credit Lenders would exceed the lesser of (x) the aggregate Tranche 1 Revolving Credit Commitments and interest and all proceeds (y) the Tranche 1 Borrowing Base at such time, (B) the Tranche 1 Revolving Credit Exposure of Collateral received by the Administrative Agent in respect of such Protective Advance.any Tranche 1 Revolving Credit Lender would exceed such
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Protective Advances. (a) Subject Notwithstanding anything to the limitations set forth belowcontrary in this Agreement, the Borrower and the whether or not an Event of Default or a Default shall have occurred and be continuing, Lenders authorize the Administrative Agent upon not less than three Business Days’ notice and Borrower’s right to cure during such three Business Day period, are authorized, from time to time in Lenders’ sole discretion (but Lenders shall have absolutely no obligation to) make Loans to the Borrower, on behalf an advance for purposes of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve preserving or protect protecting the Collateral Collateral, or any portion thereof, or (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay paying any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 costseach such advance in this Section 2.04, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as a “Protective AdvancesAdvance”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if without Borrower’s compliance with any of the terms of this Agreement (including the conditions precedent set forth in this Article II and Article V). Each Protective Advance under clause (i) or clause (ii) preceding shall be disbursed by Lenders as either of them deems necessary or prudent in order to, among other things, protect Lenders’ interest in the Collateral or to perform any obligation of Borrower under this Agreement or the Operating Agreements. Each Protective Advance under this Agreement shall bear interest at the lesser of (x) the Highest Lawful Rate and (y) the Default Rate, beginning on the date of the advance of such Protective Advance and continuing until such Protective Advance is paid in full in accordance with this Agreement. Accrued interest on Protective Advances shall be payable in arrears on the last Business Day of each calendar month and until repaid in full. Notwithstanding anything to the contrary in this Agreement or any Loan Documents, any Protective Advance made under this Section 4.2 have 2.04 shall not been satisfiedcure any Default or Event of Default occurring and continuing on the date such Protective Advance is made by Lender. The Protective Advances shall constitute Obligations hereunder and shall will be Secured Obligations entitled to the extent provided by Section 2.18benefit of the Liens under the Security Instruments. All Protective Advances Borrower shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate pay the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing unpaid principal amount and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share all unpaid and accrued interest of each Protective Advance to reimburse on the Administrative Agent for such Protective Advance.
(b) Upon earlier of the making of a Protective Advance by Termination Date and the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, date on which any Lender demand for payment is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such made by Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
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Protective Advances. (a) Subject to the limitations set forth below, the and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by Borrower and the Lenders authorize the Administrative Lenders, from time to time in such Agent’s sole discretion (but such Agent shall have absolutely no obligation to), to make Loans disbursements or advances to the Borrower, on behalf of all Lenders, which the Administrative such Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (ia) to preserve or protect the Collateral Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iiic) to pay any other amount chargeable to to, or required to be paid by the by, Borrower or any of its Subsidiaries pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of reimbursable expenses (including costsprincipal, interest, fees, and reimbursable expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied. The interest rate on all Protective Advances shall be at the Alternate Base Rate plus the Applicable Margin for the Term Loans. Protective Advances shall not exceed 15% of the Term Loan Exposure in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be secured by the Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall which may be Secured Obligations charged to the extent provided by Loan Account in accordance with Section 2.182.15(f). All Protective Advances Borrower shall be Floating Rate Advances. The making pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earlier of the Maturity Date and the date that is three (3) Business Days following the date on any other occasionwhich demand for payment is made by the applicable Agent. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be applicable Agent shall notify each Lender and Borrower in writing and of each such Protective Advance, which notice shall become effective prospectively upon include a description of the Administrative Agent’s receipt thereofpurpose of such Protective Advance. To the extent not reimbursed by the Borrower following a demand for reimbursementWithout limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to fund a Loan the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such 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 the applicable Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Alternate Base Rate.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent’s sole discretion (but the Administrative Agent shall have absolutely no obligation), to make Loans in US Dollars to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, Loan Documents Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein being referred to as “Protective Advances”); provided that, no Protective Advance shall be made if after giving effect thereto (A) the Revolving Exposures would exceed the Revolving Commitments or (B) the aggregate principal amount of the outstanding Protective Advances outstanding at any time shall not would exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentUS$15,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall constitute Loan Documents Obligations hereunder and shall be Secured Obligations to secured as provided in the extent provided by Section 2.18Security Documents. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To The Administrative Agent may at any time (i) subject to the extent not reimbursed by limitations set forth in Section 2.01 and to the Borrower following a demand for reimbursementsatisfaction of the conditions set forth in Section 4.02, each Lender agrees request, on behalf of any Borrower, the Revolving Lenders to make ABR Revolving Loans to repay any Protective Advance or (ii) require the Lenders to fund a Loan their risk participations in the amount equal to its Pro Rata Share of each any Protective Advance to reimburse the Administrative Agent for such Protective Advanceas provided in paragraph (b) of this Section.
(b) Upon The Administrative Agent may, by notice given not later than 10:00 a.m., New York City time, on any Business Day, require the making Revolving Lenders to acquire participations on such Business Day in all or a portion of a the Protective Advance by Advances outstanding. Such notice shall specify the Administrative Agentaggregate amount of Protective Advances in which the Revolving Lenders will participate and each Lender’s Applicable Percentage of such Protective Advances. Each Revolving Lender hereby absolutely and unconditionally agrees, each Lender shall be deemed, without further action by any party heretoupon receipt of notice as provided above, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion pay to its Pro Rata Share. 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 Pro Rata Share Applicable Percentage of all payments such Protective Advances. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Protective Advances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of principal a Default or reduction or termination of the Revolving Commitments, and interest that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.08 with respect to Loans made by such Lender (and all proceeds Section 2.08 shall apply, mutatis mutandis, to the payment obligations of Collateral the Revolving Lenders). Any amounts received by the Administrative Agent from a Borrower (or other party on behalf of a Borrower) in respect of a Protective Advance after receipt by the Administrative Agent of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent if and to the extent such payment is required to be refunded to a Borrower for any reason. The purchase of participations in a Protective AdvanceAdvance pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
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Protective Advances. (a) 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 Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all 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 (i) to preserve or protect the Collateral all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatthat (x) in no event shall the Total Revolving Facility Exposure exceed the Total Revolving Facility Commitments, (y) the aggregate principal amount of Protective Advances outstanding Required Lenders may at any time shall not exceed $30,000,000; provided further that, revoke the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 future Protective Advances may (provided that existing Protective Advances shall not be revoked at subject to such revocation and any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed ) and (z) unless otherwise consented to by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderaffected Lender, the Administrative Agent shall promptly distribute may not make Revolving Facility Loans on behalf of the 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 Pro Rata Share Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Lenders ratably in accordance with their Revolving Facility Percentages. If Protective 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 all payments of principal and interest and all proceeds of Collateral received by such permitted Protective Advances, but only for so long as the Administrative Agent in respect of allows such Protective AdvanceAdvances to be outstanding and (B) all Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Momentive Specialty Chemicals Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by Company and the Lenders authorize the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall have absolutely no obligation to), to make Loans disbursements or advances to the Borrower, on behalf of all LendersCompany, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “Protective Advances”); provided thatprovided, the aggregate principal amount of Protective Advances outstanding at any time that Administrative Agent shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect make any Protective Advance (other than with respect to the payment of payroll, insurance premiums and rent or leased properties) unless an Event of Default has occurred and is continuing or Borrower has consented to the making of such Protective Advances being made shall not exceed the Aggregate CommitmentAdvance. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied. The interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin for Term Loans. Each Protective Advance shall be secured by the Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder and shall which may be Secured Obligations charged to the extent provided by Loan Account in accordance with Section 2.182.12(i). All Protective Advances Company shall be Floating Rate Advances. The making pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance earlier of the Term Loan Maturity Date and the date on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time which demand for payment is made by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To Administrative Agent shall notify each Lender and Company in writing in advance of each such Protective Advance, which notice shall (y) include a description of the extent not reimbursed by purpose of such Protective Advance and (z) indicate the Borrower following a demand for reimbursementdate on or after which such Protective Advance may be made. Without limitation to its obligations pursuant to Section 9.6, each Lender agrees that it shall make available to fund a Loan Administrative Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of each such Protective Advance. If such funds are not made available to Administrative Agent by such Lender, 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 Rate for three Business Days and thereafter at the Base Rate.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but with absolutely no obligation), to make Revolving Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, ; (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, ; or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Revolving Loans are herein referred to as “Protective Advances”); provided that, that the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0005% of the aggregate Revolving Commitments; provided further thatand provided, further, that the aggregate amount of outstanding Protective Advances plus the Aggregate Exposures after giving effect to the Protective Advances being made Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall constitute Obligations hereunder be secured by the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) in and to the Collateral of the U.S. Loan Parties (in the case of Protective Advances made to the Company) or the Collateral of all the Loan Parties (in the case of Protective Advances made to the Bermuda Borrowers) and shall be constitute U.S. Secured Obligations (in the case of Protective Advances made to the extent provided by Section 2.18Company) or Bermuda Secured Obligations (in the case of Protective Advances made to the Bermuda Borrowers). All Protective Advances shall be Floating Base Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionBorrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Pro Rata Share 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.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Revolving Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.69.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that no Protective Advance shall cause the Aggregate Revolving Exposure to exceed the aggregate amount of the Revolving Commitments then in effect; provided further that, the aggregate principal amount of Protective Advances outstanding at any time pursuant to clauses (i) and (ii) above, together with the aggregate amount of all Overadvance Loans made pursuant to Section 2.01(b), shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment2,500,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described in Section 2.05(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage of the aggregate Revolving Commitments. Each Revolving Lender shall transfer (a “Transfer”) the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Protective Advance with respect to such purchased interest and participation promptly when requested to the Administrative Agent, 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 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 applied against the amount of the Protective Advance and, together with Revolving 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 Revolving Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon as specified in Section 2.08. From and after the date, if any, on which any Revolving Lender is required to fund fund, and funds, its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Pro Rata Share 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.
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Protective Advances. (a) Subject The Administrative Agent may from time to time, from and after the occurrence and during the continuance of a Default or an Event of Default, make such disbursements and advances to or for the account of any Borrower pursuant to the limitations set forth below, the Borrower and the Lenders authorize Loan Documents which the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral under the applicable Credit Facility or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or Obligations up to an amount not in excess of the lesser of (iiii) an amount equal to pay any other amount chargeable (A) the aggregate Commitments under all Credit Facilities less (B) the sum of the aggregate Credit Facility Outstandings and (ii) $5,000,000 in the aggregate for all Credit Facilities with respect to or required to be paid advances made by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses Administrative Agent (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by Agent shall notify the Required Lenders. Any such revocation must be Borrowers and each Lender in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon , which notice shall include a description of the making purpose of a such Protective Advance by Advance. The Domestic Borrowers jointly and severally agree and the Multicurrency Borrowers jointly and severally agree to pay the Administrative Agent, each Lender shall be deemedupon demand, without further action by the principal amount of all outstanding Protective Advances under the applicable Credit Facility, together with interest thereon at the rate from time to time applicable to Floating Rate Loans under such Credit Facility from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the applicable Borrower(s) fail to make payment in respect of any party hereto, to have unconditionally and irrevocably purchased Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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, unless the notice in Section 2.03(b) has been given, promptly notify each Lender under the applicable Credit Facility and such Lender agrees that it shall promptly distribute thereupon make available to such Lenderthe Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by under the Administrative Agent in respect applicable Credit Facility of such Protective Advance. If such funds are not made available to the Administrative Agent by such Lender within one (1) Business Day after the Administrative Agent’s demand therefor, the Administrative Agent shall be entitled to recover any such amount from such Lender together with interest thereon at the interest rate applicable to the Loans 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 Administrative Agent such Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share under the applicable Credit Facility of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the applicable Borrower(s).
Appears in 1 contract
Samples: Credit Agreement (NMHG Holding Co)
Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the(a) Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionreasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the lesser of (x) $30,000,0002,500,000 and (y) 5.0% of the Aggregate Commitments; provided further that, that the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate amount of the other Total Outstandings shall not exceed the Aggregate CommitmentCommitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Collateral Documents and shall constitute Obligations hereunder and shall be Secured Obligations to under the extent provided by Section 2.18other Loan Documents. All Protective Advances shall be Floating Base Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionLoans. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To Notwithstanding anything to the extent not reimbursed by contrary set forth in Section 2.02, at any time that there is sufficient Excess Availability and the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance.
(b) . At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.18(b). Upon the making of a Protective Advance by the Administrative AgentAgent (whether before(b) 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 Administrative Agent, Agent without recourse or warranty, warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. On any Business Day, the Administrative Agent may, in its sole discretion, give notice to the Lenders that the Lenders are required to fund their risk participations in Protective Advances (and, if any Protective Advance is outstanding on the thirtieth calendar day following the date of Borrowing of such Protective Advance, then on the first Business Day following such thirtieth calendar day, the Administrative Agent shall give such notice) in which case each Lender shall fund its participation on the date specified in such notice. 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 LenderXxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.-104-
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Protective Advances. (a) 2.4.1. Subject to the limitations set forth below, the Agent is authorized by Borrower and the Lenders authorize the Administrative Agent Lenders, from time to time in Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the total Revolving Commitments; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 3.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Base Rate AdvancesBorrowings. The making of At any time that there is sufficient Availability and the conditions precedent set forth in Section 3.2 have been satisfied, Agent may request Revolving Lenders to make a Revolving Loan to repay a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on Advance. At any other occasion. The Administrative Agent’s authorization to make Protective Advances time Agent may be revoked at any time by require the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.4.2.
(b) 2.4.2. Upon the making of a Protective Advance by Agent (whether before or after the Administrative Agentoccurrence of a Default), each 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 Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010% of the Aggregate Commitment; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall 50 be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Aggregate Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
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Protective Advances. (a) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to) during the continuation of a Unmatured Default or Default, to make Loans Advances to the Borrower, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed ten percent (10%) of the Borrowing Base, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents 9.5 (any of such Loans Advances are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of that no Protective Advances outstanding at any time Advance shall not exceed $30,000,000; provided further that, cause the Aggregate Exposures after giving effect Credit Exposure to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. The making of a Protective Advance on Required Lenders may at any one occasion shall not obligate time revoke the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.2 have been satisfied, the Borrower following Agent may request the Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to fund repay a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon . At any other time the making of a Protective Advance by Agent may require the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, Lenders to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.fund
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Revolving Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make (i) Revolving Loans in Dollars to the Borrower, Company or any Foreign Subsidiary Borrower on behalf of all Lendersthe Dollar Tranche Lenders (each such Loan, a “Dollar Tranche Protective Advance”) or (ii) Revolving Loans in any Agreed Currency to the Company or any Foreign Subsidiary Borrower on behalf of the Multicurrency Tranche Lenders (each such Loan, a “Multicurrency Tranche Protective Advance”), which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”)Documents; provided that, (A) the sum of the aggregate principal amount of Dollar Tranche Protective Advances outstanding at any time plus the aggregate Dollar Tranche Revolving Exposures of all Lenders shall not at any time exceed $30,000,000; provided further thatthe aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders, and (B) the Aggregate Exposures after giving effect to sum of the Dollar Amount of the aggregate amount of Multicurrency Tranche Protective Advances being made outstanding at any time plus the Dollar Amount of the aggregate Multicurrency Tranche Revolving Exposures of all Lenders shall not at any time exceed the Aggregate Commitmentaggregate Multicurrency Tranche Commitments of all Multicurrency Tranche Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances made to the Company in Dollars shall be Floating Rate Advances. The making of a ABR Revolving Borrowings and all Protective Advance on Advances made to the Company in any one occasion Foreign Currency or to any Foreign Subsidiary Borrower in any Agreed Currency shall not obligate the Administrative Agent to make any Protective Advance on any other occasionbe Overnight LIBO Revolving Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability, and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described in Section 2.05(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each Dollar Tranche Lender or Multicurrency Tranche Lender, as applicable, 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Pro Rata Share 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.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Borrower Representative consents to or which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereofthereof at any time a Default exists (or would exist absent the making of such Loan), (ii) to enhance prevent the likelihood of, or maximize the amount of, repayment occurrence of the Loans and other Secured Obligationsa Default, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents Documents, in each case, at any time a Default exists (or would exist absent the making of such Loan) (any of such Loans are herein referred to as “Protective Advances”); provided that, (x) the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further that, an amount equal to 5% of the Aggregate Exposures after giving effect to Revolving Commitments and (y) the aggregate amount of outstanding Protective Advances being made plus the Aggregate Revolving Exposure shall not exceed the Aggregate CommitmentRevolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time upon written notice from the Required Lenders to the Administrative Agent and the Borrowers, and any such written notice of revocation by the Required Lenders. Any such revocation must be in writing and Lenders shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), in accordance with the terms hereof, 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 in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
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Protective Advances. (a) Subject The Borrower shall repay to the limitations set forth belowAdministrative Agent the then unpaid amount of each of its Protective Advances on the Maturity Date.
(d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate Lending Office of such Lender resulting from each Loan made by such Lending Office of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lending Office of such Lender from time to time under this Agreement.
(e) The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder and, if applicable, the relevant tranche thereof and the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Xxxxxx’s share thereof.
(f) The entries made in the Lenders authorize Register and accounts and subaccounts maintained pursuant to clauses (d) and (e) of this Section 2.5 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to make maintain such account, such Register or such subaccount, as applicable, or any error therein, shall 79 not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower, on behalf of all Lenders, which the Administrative Agent, Borrower by such Lender in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to accordance with the terms of this Agreement, including payments of reimbursable expenses .
(including costs, fees, and expenses as described in Section 9.6g) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided The Borrower hereby agrees that, the aggregate principal amount upon request of Protective Advances outstanding any Lender at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures and from time to time after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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, has made an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased initial Borrowing hereunder, the Administrative Agent Borrower shall promptly distribute provide to such Lender, at the Borrower’s expense a promissory note substantially in the form of Exhibit B, evidencing the Loans owing to such Lender’s Pro Rata Share . Each Lender may attach schedules to its note and endorse thereon the date, Type (if applicable), amount and maturity of all its Loans and payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in with respect of such Protective Advancethereto.
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Protective Advances. (a) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to) during the continuation of a Unmatured Default or Default, to make Loans Advances to the Borrower, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed ten percent (10%) of the Borrowing Base, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of no Protective Advances outstanding at any time Advance shall not exceed $30,000,000; provided further that, cause the Aggregate Exposures after giving effect Credit Exposure to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.3 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. The making of a Protective Advance on Required Lenders may at any one occasion shall not obligate time revoke the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.3 have been satisfied, the Borrower following Agent may request the Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund a Loan their risk participations described in Section 2.2. Agent shall notify the amount equal to its Pro Rata Share Lenders of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, within two (2) Business Days thereafter and will endeavor to give the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share Lenders notice in advance of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such making any Protective AdvanceAdvance when practical.
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Protective Advances. (a) Subject The Administrative Agent may from time to time, after the ------------------- occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, Loan Documents which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or Obligations up to an amount not in excess of the lesser of the Revolving Credit Availability at such time and $5,000,000 (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “"Protective Advances”"); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by shall notify the Required Lenders. Any such revocation must be Borrowers and each Lender in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon , which notice shall include a description of the making purpose of a such Protective Advance by Advance. Each Borrower agrees to pay the Administrative Agent, each Lender shall be deemedupon demand, without further action by the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to the Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If a Borrower fails to make payment in respect of any party hereto, to have unconditionally and irrevocably purchased Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 notify each Lender and each Lender agrees that it shall thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by such Protective Advance. If such funds are not made available to the Administrative Agent in respect by such Lender within one (1) Business Day after the Administrative Agent's demand therefor, the Administrative Agent shall 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 Administrative Agent its Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender's Pro Rata Share of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the Borrowers.
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Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (A) $30,000,00010,000,000 and (B) 10% of the Commitments; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitmentaggregate Commitments of the Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent amount of Overall Excess Availability to make Loans to the Borrower, on behalf of all Lenders, which loans (“Protective Advances”) if the Administrative Agent, in its Permitted Discretion, deems such Loans necessary or desirable (i) to preserve or protect the any Collateral or any portion thereofthe Borrowers’ business operations, (ii) or to enhance the likelihood of, collectability or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The All Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to bear interest at the extent provided by Section 2.18Default Rate. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time Obligations secured by the Required Lenders. Any such revocation must be in writing Collateral and shall become effective prospectively upon be payable by the Borrowers on demand by the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursementThe Revolving Credit Lenders may, in their sole discretion, participate in such Protective Advances in which case, each Revolving Credit Lender agrees to fund a and Term Loan Lender shall participate in the amount equal to its Pro Rata Share of each Protective Advance to pro rata between the Revolving Credit Facility and the Term Loan Facility and in accordance with each such Lenders’ Applicable Percentage thereof and shall reimburse the Administrative Agent for upon such election (such Protective AdvanceAdvances, “Pro Rata Protective Advances”). Any funding of Protective Advances (including Pro Rata Protective Advances) shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
(b) Upon The Administrative Agent shall be authorized, in its discretion, at any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not satisfied, without regard to the making amount of a Protective Advance Overall Excess Availability to voluntarily permit the outstanding Revolving Credit Loans at any time to exceed Overall Excess Availability by up to 10% of the Borrowing Base, but in no event in an aggregate outstanding amount in excess of $2,000,000 at any time for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If the Administrative AgentAgent is willing in its discretion to make such Out-of-Formula Loans, each Lender such Out-of-Formula Loans shall be deemedpayable on demand and shall bear interest at the Default Rate for Revolving Credit Loans consisting of Base Rate Loans; provided that, without further action by any party heretoif the Lenders make Out-of-Formula Loans, neither the Administrative Agent nor the Lenders shall be deemed thereby to have unconditionally and irrevocably purchased from changed the limits of Section 2.01(a). For the purposes of this Section 2.17(b), the discretion granted to the Administrative Agent, without recourse Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the amount available under Section 2.01(a) was unintentionally exceeded for any reason. If the Administrative Agent involuntarily permits the outstanding Revolving Credit Loans to exceed the amount available under Section 2.01(a) by more than 10% (or warranty, by an undivided interest and participation aggregate outstanding amount in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which excess of $2,000,000 at any Lender is required to fund its participation in any Protective Advance purchased hereundertime), the Administrative Agent shall promptly distribute use its efforts to have the Borrowers decrease such Lender, excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by excess. Revolving Credit Loans made after the Administrative Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in respect of such Protective Advanceaccordance with the preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (PetIQ, Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the and if an Event of Default shall have occurred and be continuing, each Agent is authorized by Borrower and the Lenders, from time to time at the written direction of the Required Lenders authorize the Administrative Agent in their sole discretion, to make Loans disbursements or advances to the Borrower, on behalf of all Lenders, which the Administrative Agent, Required Lenders in its Permitted Discretion, deems their sole discretion deem necessary or desirable (ia) to preserve or protect the Collateral Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Term Loans and other Secured Obligations, or (iiic) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries 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 9.6) and other sums payable under the Loan Documents (any of such Loans loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of . The interest rate on all Protective Advances outstanding shall be at any time the Fixed Rate. Each Protective Advance shall not exceed $30,000,000; provided further that, be secured by the Aggregate Exposures after giving effect Liens in favor of Agents for the benefit of the Secured Parties in and to the Protective Advances being made Collateral and shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfiedconstitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 2.11(e). Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Term Loan Maturity Date and the date on which demand for payment is made by the applicable Agent. The applicable Agent shall notify each Lender and Borrower in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. Without limitation to its obligations pursuant to Section 9.8, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Xxxxxx’s Pro Rata Share of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent shall be Secured Obligations 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 the extent provided by Section 2.18applicable Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Fixed Rate. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing funded only by, and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursementbe repayable only to, each Lender agrees Lenders holding Term Loans according to fund a Loan in the amount equal to its Pro Rata Share their holdings of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.Term Loans
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Company and the Lenders authorize Lenders, from time to time during the Availability Period, in the Administrative Agent Agent’s sole discretion (but with no obligation), to make Loans in US Dollars to the BorrowerCompany, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.68.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, that the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,00050,000,000; provided further that, that the making of any Protective Advance shall not cause the Aggregate Exposures after giving effect Credit Exposure to the Protective Advances being made shall not exceed the Aggregate CommitmentCommitments. Protective Advances may be made even if when a Default exists or the conditions precedent set forth in Section 4.2 have 4.02 are not been otherwise satisfied. The Protective Advances shall constitute Obligations hereunder be secured by the Liens created by the Collateral Documents and shall constitute Obligations. The Company shall be Secured Obligations required to repay (or, subject to the extent provided by satisfaction of the conditions precedent set forth in Section 2.184.02, refinance with the proceeds of a Borrowing) each Protective Advance within 45 days after such Protective Advance is made. All Without affecting Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate already made, the Administrative Agent to make any Protective Advance on any other occasion. The [[6065579]] Administrative Agent’s authorization to make future Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Excess Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request, on behalf of the Company, the Lenders to make ABR Loans to repay any Protective Advance.
(b) Upon the making of a Protective Advance by . At any other time the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, Agent may require the Lenders to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation acquire participations in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent as described in respect of such Protective AdvanceSection 2.04(b).
Appears in 1 contract
Samples: Revolving Credit Agreement (Victoria's Secret & Co.)
Protective Advances. If an Event of Default shall have occurred and be continuing (a) Subject to including following the limitations set forth belowMaturity Date), the Borrower and the Lenders authorize the Administrative Agent is authorized by Borrower and each Lender, from time to time at the request of the Required Lenders in their sole discretion, to make Loans disbursements or advances to the Borrower, on behalf of all Lenders, which the Administrative Agent, Required Lenders in its Permitted Discretion, deems their sole discretion deem necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the one or more Loans and other Secured Obligations, Obligations or (iiic) to pay any other amount chargeable to to, or required to be paid by the Borrower or any of its Subsidiaries by, either Loan Party pursuant to the terms of this Agreementany Loan Document, including payments of any principal, interest, fee or reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents expense (any of such Loans are herein disbursement or advance shall constitute a Loan and is referred to herein to as a “Protective AdvancesAdvance”); provided that. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent, for the aggregate principal amount benefit of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further thatthe Secured Parties, the Aggregate Exposures after giving effect in and to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionan Obligation hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by Agent shall notify each Lender and the Required Lenders. Any such revocation must be Borrower in writing and of any Protective Advance, which notice shall become effective prospectively include a description of the purpose of such Protective Advance. Each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursementdemand, each Lender agrees to fund a Loan in Dollars in Same Day Funds, the amount equal to its Pro Rata Share such Lender’s Applicable Percentage of each such Protective Advance Advance. If such funds are not made available to reimburse the Administrative Agent for by such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderLender, the Administrative Agent shall promptly distribute be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by payment was due until the date such amount is paid to the Administrative Agent in respect of such Protective AdvanceAgent, at the Overnight Rate for three (3) Business Days and thereafter at the Interest Rate.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by the Borrower Companies and the Lenders authorize the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall have absolutely no obligation to), to make Revolving Loans to the Borrower, Companies on behalf of all the Revolving Lenders, which the that Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Credit Party pursuant to the terms of this AgreementAgreement and the other Credit Documents, including payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to as “Protective Advances”); provided thatprovided, that the aggregate principal amount of Revolving Loans plus Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 3 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Base Rate AdvancesLoans (subject to any permitted conversion to a LIBO Rate Loan in accordance with the terms of this Agreement). The making of a Protective Advance on any one occasion Advances shall not obligate exceed $1,500,000 in the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked aggregate at any time without the prior consent of Requisite Lenders. Each Protective Advance shall be secured by the Required Lenders. Any such revocation must be Liens in writing favor of Collateral Agent in and to the Collateral and shall become effective prospectively upon constitute Obligations hereunder. The Companies shall pay the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the unpaid principal amount equal to its Pro Rata Share and all unpaid and accrued interest of each Protective Advance to reimburse on the Administrative Agent earlier of the Revolving Commitment Termination Date and the date on which demand for such Protective Advance.
(b) Upon the making of a Protective Advance payment is made by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied3,000,000. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Base Rate AdvancesBorrowings. 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 Protective 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 Administrative Agent’s receipt thereof. To The Administrative Agent may require the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000an amount equal to 10% of the aggregate Revolving Commitments then in effect; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the Aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionCBFR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required 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. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. (a) Subject The Administrative Agent may from time to time, from and after the occurrence and during the continuance of a Default or an Event of Default, make such disbursements and advances to or for the account of any Borrower pursuant to the limitations set forth below, the Borrower and the Lenders authorize Loan Documents which the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral under the applicable Credit Facility or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Secured Obligations, or Obligations up to an amount not in excess of the lesser of (iiii) an amount equal to pay any other amount chargeable (A) the aggregate Commitments under all Credit Facilities less (B) the sum of the aggregate Credit Facility Outstandings and (ii) $5,000,000 in the aggregate for all Credit Facilities with respect to or required to be paid advances made by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses Administrative Agent (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective Advances may be revoked at any time by Agent shall notify the Required Lenders. Any such revocation must be Borrowers and each Lender in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon , which notice shall include a description of the making purpose of a such Protective Advance by Advance. The Domestic Borrowers jointly and severally agree and the Multicurrency Borrowers jointly and severally agree to pay the Administrative Agent, each Lender shall be deemedupon demand, without further action by the principal amount of all outstanding Protective Advances under the applicable Credit Facility, together with interest thereon at the rate from time to time applicable to Floating Rate Loans under such Credit Facility from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the applicable Borrower(s) fail to make payment in respect of any party hereto, to have unconditionally and irrevocably purchased Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. 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 notify each Lender under the applicable Credit Facility and such Lender agrees that it shall thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share under the applicable Credit Facility of such Protective Advance. If such funds are not made available to the Administrative Agent by such Lender within one (1) Business Day after the Administrative Agent's demand therefor, the Administrative Agent shall be entitled to recover any such Lender’s amount from such Lender together with interest thereon at the interest rate applicable to the Loans 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 Administrative Agent such Pro Rata Share of all payments any such Protective Advance shall neither relieve any other Lender of principal and interest and all proceeds of Collateral received by its obligation hereunder to make available to the Administrative Agent in respect such other Lender's Pro Rata Share under the applicable Credit Facility of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. All outstanding principal of, and interest on, Protective Advances shall constitute Obligations secured by the Collateral until paid in full by the applicable Borrower(s).
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, after the Borrower occurrence and during the continuance of a Default or an Unmatured Default, the Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent's sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerAdvances, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed $7,000,000, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to as “"Protective Advances”"); provided that, the aggregate principal amount of no Protective Advances outstanding at any time Advance shall not exceed $30,000,000; provided further that, cause the Aggregate Exposures after giving effect Credit Exposure to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. The making of a Protective Advance on Required Lenders may at any one occasion shall not obligate time revoke the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s 's authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by conditions precedent set forth in Section 4.2 have been satisfied, the Borrower following Agent may request the Revolving Lenders to make a demand for reimbursement, each Lender agrees Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.2.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, The Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretioncommercially reasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided thatprovided, that (x) the aggregate principal amount of Protective Advances made at any time shall not, when added to Protective Advances then outstanding, exceed 5% of the lesser of the then amount of the Revolving Commitments and the then amount of the Borrowing Base and (y) the aggregate amount of Protective Advances and Revolving Extensions of Credit outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to then amount of the Protective Advances being made shall not exceed the Aggregate CommitmentRevolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder satisfied and shall be Secured Obligations without regard to the extent provided by Section 2.18whether there is Excess Availability. All Protective Advances shall be Floating Base Rate Advances. The making of a Protective Advance on any one occasion shall not obligate Loans and Obligations secured by the Administrative Agent to make any Protective Advance on any other occasionCollateral. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereofthereof and expiration of a reasonable time to act thereon. To The Administrative Agent may at any time request the extent Lenders to make Revolving Loans to repay a Protective Advance, whether or not reimbursed by the Borrower following a demand for reimbursementconditions set forth in Section 5.2 are then satisfied, each Lender agrees or require the Lenders to fund a Loan their risk participations described in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceSection 2.15(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Sharesuch Lender’s Revolving 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 Pro Rata Share Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (aii) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0007,500,000; provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the Aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.03 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.03 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(ba) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Akorn Inc)
Protective Advances. Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), Agent hereby is authorized by Borrowers and Lenders, from time to time in Agent’s sole discretion, (aA) Subject to after the limitations occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth belowin Section 3 are not satisfied, the Borrower and the Lenders authorize the Administrative Agent to make Loans to Revolver Advances to, or for the Borrowerbenefit of, Borrowers on behalf of all Lenders, which the Administrative Lenders that Agent, in its Permitted Discretion, Discretion deems necessary or desirable (i1) to preserve or protect the Collateral Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and Obligations (other Secured than the Bank Product Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein the Revolver Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”); provided that, so long as after giving effect to such Protective Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. The Required Revolver Lenders may at any time by written notice to the Agent (x) revoke Agent’s authority to make further Protective Advances pursuant to this Section 2.4(d)(i) at any time when a Protective Advance exists and (y) instruct Agent to demand repayment of outstanding Protective Advances from the Loan Parties (and the Loan Parties hereby agree to make such repayment on demand). Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. [Reserved]. Each Protective Advance shall be deemed to be a Revolver Advance hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. Protective Advances shall be denominated in Dollars only. The Protective Advances shall be repayable on demand, secured by Agent’s Liens, constitute Revolver Obligations hereunder, and bear interest at the rate applicable from time to time to Revolver Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent and Lenders and are not intended to benefit Borrowers in any way. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Protective Advance may be made by Agent if such Revolver Advance would cause the aggregate principal amount of Protective Advances outstanding at any time shall not to exceed $30,000,000; provided further that, an amount equal to 5% of the Aggregate Exposures Borrowing Base and (B) after giving effect to all Protective Advances, the Protective Advances being made outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective AdvanceMaximum Revolver Amount.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (af) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s Permitted Discretion (but shall have absolutely no obligation to), following notice to the Borrower, to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, as of the date of the making of any Protective Advance, the aggregate principal amount of outstanding Protective Advances shall not exceed 10% of the Commitments outstanding as of such date; provided further that the Total Revolving Extensions of Credit outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate CommitmentTotal Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Loans. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in If at any time (a) the amount equal to (i) the Line Cap minus (ii) the Total Revolving Extensions of Credit then outstanding (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Pro Rata Share Revolving Percentage of each all outstanding Revolving Loans) exceeds the amount of any Protective Advance to reimburse and (b) the conditions precedent set forth in Section 5.2 have been satisfied, the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations as set forth in Section 2.3(b).
(ba) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareRevolving 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, Lender such Lender’s Pro Rata Share Revolving Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective AdvanceAdvance (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lxxxxx’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Protective Advances then due).
Appears in 1 contract
Protective Advances. (ai) Subject The Administrative Agent hereby is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to the limitations set forth below, the Borrower and the Lenders authorize the Administrative Agent to make Loans to the Borrower, Borrowers on behalf of all Lenders, which the Lenders up to an aggregate amount not to exceed $1,000,000 that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and Obligations (other Secured than the Bank Product Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 give notice to such Lenderthe Revolving Agent of the date, the amount, and the purpose of any Protective Advance made by it.
(ii) Each Lender with a Revolver Commitment shall be obligated to settle with the Revolving Agent as provided in Section 2.3(e) for the amount of such Lender’s Pro Rata Share of any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses, including all L/C Fees and L/C Charges.
(iii) Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that all payments of principal and interest and all proceeds of Collateral received by on the Protective Advances shall be payable to the Administrative Agent solely for its own account. The Administrative Agent shall promptly give notice to the Revolving Agent of the date and the amount of any payment of or on account of a Protective Advance made to it. The Protective Advances and Overadvances shall be repayable on demand, secured by the Lender Group’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of the Agents and the Lenders and are not intended to benefit any Borrower or any other person in respect of such Protective Advanceany way.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionreasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,00010,000,000; and provided further that, the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate Revolving Exposure shall not exceed (i) the Aggregate Commitmentaggregate unused Commitments or (ii) any applicable limitation set forth in the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.03 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionABR Borrowings. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To At any time that the extent not reimbursed by Availability Amount is greater than $0 and the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.03 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Domestic A Revolving Lenders and Canadian Revolving Lenders to make a Domestic A Revolving Loan or Canadian Revolving Loan, as applicable, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.19(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each Domestic A Lender and Canadian 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 Protective Advance in proportion to its Pro Rata ShareApplicable Percentage. From and after the date, if any, on which any Domestic A Lender or Canadian 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (Pliant Corp)
Protective Advances. It is the intention of Mortgagor and Mortgagee that the enforcement of the terms and provisions of this Security Instrument shall be accomplished in accordance with the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 5/15-1 101 et seq., and with respect to such Act, Xxxxxxxxx agrees and covenants that:
(a) Subject Mortgagee shall have the benefit of all of the provisions of the Act, including all amendments thereto which may become effective from time to time after the date hereof. In the event any provision of the Act which is specifically referred to herein may be repealed, to the limitations set forth belowmaximum extent permitted by law, Mortgagee shall have the Borrower benefit of such provision as most recently existing prior to such repeal, as though the same were incorporated herein by express reference. If any provision in this Security Instrument shall be inconsistent with any provision of the Act, provisions of the Act shall take precedence over the provisions of this Security Instrument but shall not invalidate or render unenforceable any other provision of this Security Instrument that can be construed in a manner consistent with the Act. If any provision of this Security Instrument shall grant to Mortgagee (including Mortgagee acting as a Mortgagee-in-possession) or a receiver, any powers, rights or remedies prior to or upon the occurrence and during the Lenders authorize continuance of a Default, which are more limited than the Administrative Agent to make Loans powers, rights or remedies that would otherwise be vested in Mortgagee or in such receiver under the Act in the absence of said provision, Mortgagee and such receiver shall be vested with the powers, rights and remedies granted in the Act to the Borrowerfull extent permitted by law. Without limiting the generality of the foregoing, on behalf all expenses incurred by Mortgagee, whether incurred before or after any decree or judgment of foreclosure, and whether or not enumerated in this Security Instrument, shall be added to the Obligations and shall have the benefit of all Lendersapplicable provisions of the Act.
(b) Wherever provision is made in this Security Instrument for insurance policies to bear Mortgagee clauses or other loss payable clauses or endorsements in favor of Mortgagee, which or to confer authority upon to settle or participate in the Administrative Agentsettlement of losses under policies of insurance or to hold and disburse or otherwise control the use of insurance proceeds, from and after the entry of judgment of foreclosure, all such rights and powers of Mortgagee shall continue in Mortgagee as judgment creditor or Mortgagee until confirmation of sale.
(c) All advances, disbursements and expenditures made or incurred by Mortgagee before and during a foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in its Permitted Discretionaddition to those otherwise authorized by this Security Instrument, deems necessary or desirable the Note Document or by the Act (collectively “Protective Advances”), shall have the benefit of all applicable provisions of the Act, including those provisions of the Act herein below referred to:
(i) to preserve all advances by Mortgagee in accordance with the terms of the Security Instrument or protect the Collateral Note Document to: (i) preserve, maintain, repair, restore or any portion thereof, rebuild the improvements upon the Property; (ii) to enhance preserve the likelihood of, or maximize the amount of, repayment lien of the Loans and other Secured Obligations, Security Instrument or the priority thereof; or (iii) enforce the Security Instrument, as referred to pay in Subsection (b)(5) of Section 15-1302 of the Act;
(ii) payments by Mortgagee of (i) principal, interest or other obligations in accordance with the terms of any senior mortgage or other prior lien or encumbrance; (ii) real estate taxes and assessments, general and special and all other taxes and assessments of any kind or nature whatsoever which are assessed or imposed upon the Property or any part thereof; (iii) other obligations authorized by the Security Instrument; or (iv) with court approval, any other amount chargeable amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title, as referred to in Section 15-1505 of the Act;
(iii) advances by Mortgagee in settlement or compromise of any claims asserted by claimants under senior mortgages or any other prior liens;
(iv) attorneys' fees and other costs incurred: (A) in connection with the foreclosure of the Security Instrument as referred to in Sections 15- 1504(d)(2) and 15-1510 of the Act; (B) in connection with any action, suit or proceeding brought by or against Mortgagee for the enforcement of the Security Instrument or arising from the interest of Mortgagee hereunder; or (C) in preparation for or in connection with the commencement, prosecution or defense of any other action related to the Security Instrument or the Property;
(v) Mortgagee's fees and costs, including attorneys' fees, arising between the entry of judgment of foreclosure and the confirmation hearing as referred to in Section 15-1508(b)(l) of the Act;
(vi) expenses deductible from proceeds of sale as referred to in Section 15- 1512(a) and (b) of the Act; and
(vii) expenses incurred and expenditures made by Mortgagee for any one or more of the following: (A) if the Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon the unit owner thereof; (B) if Mortgagor's interest in the Property is a leasehold estate under a lease or sublease, rentals or other payments required to be made by the lessee under the terms of the lease or sublease; (C) premiums for casualty and liability insurance paid by Mortgagee whether or not Mortgagee or a receiver is in possession, if reasonably required, in reasonable amounts, and all renewals thereof, without regard to the limitation to maintaining of existing insurance in effect at the time any receiver or Mortgagee takes possession of the Property imposed by Section 15-1704(c)(1) of the Act; (D) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (E) payments deemed by Mortgagee to be required for the benefit of the Property or required to be made by the owner of the Property under any grant or declaration of easement, easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Property; (F) shared or common expense assessments payable to any association or corporation in which the owner of the Property is a member in any way affecting the Property; (G) if the loan secured hereby is a construction loan, costs incurred by Mortgagee for demolition, preparation for and completion of construction, as may be authorized by the applicable commitment, loan agreement or other agreement; (H) payments required to be paid by the Borrower Mortgagor or any of its Subsidiaries Mortgagee pursuant to any lease or other agreement for occupancy of the terms Property and (I) if the Security Instrument is insured, payment of this Agreement, including payments of reimbursable expenses FHA or private mortgage insurance required to keep such insurance in force.
(including costs, fees, and expenses as described in Section 9.6d) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of This Security Instrument shall be a lien for all Protective Advances outstanding at any as to subsequent purchasers and judgment creditors from the time shall not exceed $30,000,000; provided further that, this Security Instrument is recorded pursuant to Subsection (b)(5) of Section 15-1302 of the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18Act. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate shall, except to the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. From and after the dateextent, if any, on which that any Lender of the same is clearly contrary to or inconsistent with the provisions of the Act, apply to and be included in:
(i) any determination of the amount of indebtedness secured by this Security Instrument at any time;
(ii) the indebtedness found due and owing to Mortgagee in the judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or findings by the court of any additional indebtedness becoming due after such entry of judgment, it being agreed that in any foreclosure judgment, the court may reserve jurisdiction for such purpose;
(iii) if right of redemption has not been waived by this Security Instrument, computation of amounts required to fund redeem, pursuant to Sections 15- 1603(d)(2) and 1603(e) of the Act;
(iv) determination of amounts deductible from sale proceeds pursuant to Section 15-1512 of the Act;
(v) application of income in the hands of any receiver or Mortgagee in possession; and
(vi) computation of any deficiency judgment pursuant to Sections 15- 1508(b)(2), 15-1508(e) and 15-1511 of the Act.
(e) In addition to any provision of this Security Instrument authorizing Mortgagee to take or be placed in possession of the Property, or for the appointment of a receiver, Mortgagee shall have the right, in accordance with Sections 15-1701 and 15-1702 of the Act, to be placed in the possession of the Property or at its participation request to have a receiver appointed, and such receiver, or Mortgagee, if and when placed in possession, shall have, in addition to any other powers provided in this Security Instrument, all rights, powers, immunities, and duties and provisions for in Sections 15-1701 and 15-1703 of the Act.
(f) Mortgagor acknowledges that the Property does not constitute agricultural real estate as defined in Section 15-1201 of the Act or residential real estate as defined in Section 15-1219 of the Act.
(g) Mortgagor hereby expressly waives any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security Instrument, on its own behalf and on behalf of each and every person, it being the intent hereof that any and all such rights of reinstatement and redemption of Mortgagor and of all other persons are and shall be deemed to be hereby waived to the full extent permitted by the provisions of Section 15-1601 of the Act or other applicable law or replacement statutes
(h) Xxxxxxxxx expressly agrees that for purposes of this Security Instrument and the other Note Documents: (i) this Security Instrument and the other Note Documents shall be a “credit agreement” under the Illinois Credit Agreements Act, 815 ILCS 160/1, et seq. (the “Credit Agreement Act”); (ii) the Credit Agreement Act applies to this transaction including, but not limited to, the execution of this Security Instrument and the Notes; and (iii) any action on or in any Protective Advance purchased hereunder, the Administrative Agent way related to this Security Instrument and each other Note Document shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received be governed by the Administrative Agent Credit Agreement Act. No modification, amendment or waiver of, or consent to any departure by Xxxxxxxxx from, any provision of this Security Instrument will be effective unless made in respect of a writing signed by Mortgagee, and then such Protective Advancewaiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Mortgagor will entitle Mortgagor to any other or further notice or demand in the same, similar or other circumstance.
Appears in 1 contract
Samples: Senior Secured Notes Agreement (Diversified Healthcare Trust)
Protective Advances. (ai) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 6.2), the Borrower and the Lenders authorize the Administrative Agent is authorized by the Borrowers and the 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 obligation to), to make Loans to the BorrowerBorrowers, on behalf of all LendersLenders at any time that any condition precedent set forth in Section 6. 2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.611.5) and other sums sums, in each case to the extent due and payable (and not in dispute by the Borrower (acting in good faith)) under the Loan Documents (any of each such Loans are herein referred to as Loan, a “Protective AdvancesAdvance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Line Cap; 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 at any time shall not hereunder would exceed $30,000,00010% of the Line Cap as determined on the date of such proposed Protective Advance; provided further thatand provided, further, that the Aggregate Exposures after giving effect to aggregate amount of Borrowings (including the aggregate amount of outstanding Protective Advances being made Advances) shall not exceed the Aggregate Total Revolving Commitment. No Protective Advances Advance may remain outstanding for more than thirty days without the consent of the Required Lenders unless a liquidation is taking place. Each Protective Advance shall be made even if secured by the conditions precedent set forth Liens in Section 4.2 have not been satisfied. The Protective Advances favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionhereunder. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following The making of a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse on any one occasion shall not obligate the Administrative Agent for such to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 6.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(e)(ii).
(bii) Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default or Event of Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata SharePercentage. 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 Pro Rata Share Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionsole discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,0005,000,000; provided further that, (i) the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments and (ii) no Protective Advance shall cause any Revolving Lender’s Credit Exposure to exceed its Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionCBFR Borrowings. The Administrative Agent’s authorization to make further Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Aggregate Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Samples: Credit Agreement (A. H. Belo CORP)
Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretionreasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.610.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the lesser of (x) $30,000,0002,500,000 and (y) 5.0% of the Aggregate Commitments; provided further that, that the Aggregate Exposures after giving effect to the aggregate amount of outstanding Protective Advances being made plus the aggregate amount of the other Total Outstandings shall not exceed the Aggregate CommitmentCommitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Collateral Documents and shall constitute Obligations hereunder and shall be Secured Obligations to under the extent provided by Section 2.18other Loan Documents. All Protective Advances shall be Floating Base Rate Advances. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasionLoans. The Administrative Agent’s authorization to make Protective 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 Administrative Agent’s receipt thereof. To Notwithstanding anything to the extent not reimbursed by contrary set forth in Section 2.02, at any time that there is sufficient Excess Availability and the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance.
(b) . At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.18(b). Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, Agent without recourse or warranty, warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. On any Business Day, the Administrative Agent may, in its sole discretion, give notice to the Lenders that the Lenders are required to fund their risk participations in Protective Advances (and, if any Protective Advance is outstanding on the thirtieth calendar day following the date of Borrowing of such Protective Advance, then on the first Business Day following such thirtieth calendar day, the Administrative Agent shall give such notice) in which case each Lender shall fund its participation on the date specified in such notice. 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 LenderLxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Protective Advances. (a) Subject to the limitations set forth below, the Borrower Administrative Agent is authorized by the Borrowers and the Lenders authorize Lenders, from time to time in the Administrative Agent Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the BorrowerBorrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of its Subsidiaries Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.69.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time time, when aggregated with the amount of Overadvances outstanding at such time, shall not at any time exceed $30,000,00010% of the Aggregate Commitment; provided further that, the Aggregate Exposures Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and shall be Secured Obligations to the extent provided by Section 2.18hereunder. All Protective Advances shall be Floating Rate AdvancesABR 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 Protective 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 Administrative Agent’s receipt thereof. To At any time that there is sufficient Aggregate Availability and the extent not reimbursed by the Borrower following a demand for reimbursementconditions precedent set forth in Section 4.02 have been satisfied, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative AgentAgent (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 Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata ShareApplicable 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 Pro Rata Share 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.
Appears in 1 contract
Protective Advances. Lender shall make such advances as approved by the Majority or, if Xxxxxx is the only owner of the Loan, such advances that are necessary and prudent to protect and to collect Xxxxxx’s interest in the Loan. If the Loan is a Multi-Lender Loan, and Lender fails to make or pay advances approved by the Majority (a) Subject to the limitations set forth below“Defaulting Lender”), the Borrower other beneficial owners of the Loan are authorized to advance or pay the Defaulting Lender’s pro rata share of the advance and any beneficiary making such advances for a Defaulting Lender shall be repaid with interest at 10% per annum from any funds collected on the Lenders authorize Loan by SERVICER before Defaulting Lender receives any further payments on the Administrative Agent to make Loans to the Borrower, on behalf of all Lenders, which the Administrative AgentLoan. SERVICER, in its Permitted Discretionabsolute discretion, deems necessary or desirable (i) may, but is not obligated to, advance its own funds to preserve or protect the Collateral security of Lender’s Loan, including making advances to cure senior liens, property insurance, foreclosure expenses, repairs, advertising, litigation expenses, and similar items, but not Loan payments. SERVICER shall be reimbursed such advances, with interest at 10% per annum, from the next Loan payment or any portion thereof, (ii) to enhance payoff received by the likelihood ofSERVICER, or maximize within 10 days after the amount ofSERVICER’S written demand on Lender. To secure SERVICER’s advances, repayment Xxxxxx hereby irrevocably assigns to SERVICER, to the extent of advances owed to SERVICER, the next Loan payments or portion of loan payoff received after a SERVICER advance is made. In a Multi-Lender Loan, a lender will be liable to the remaining investors for all damages incurred as result of the Loans Lender’s failure to act or failure to advance funds. Lender shall be liable for actual attorneys’ fees incurred as result of said failure to act or failure to advance funds. Notwithstanding, the SERVICER’S right of offset, any reimbursement for advances owed by Xxxxxx, shall be due and other Secured Obligationspayable upon demand of SERVICER. SERVICER has the absolute right to refuse to perform services under this Agreement if, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower or any of after demand, its Subsidiaries pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, costs and expenses as described in Section 9.6) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $30,000,000; provided further that, the Aggregate Exposures after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 advances have not been satisfiedpaid by Xxxxxx in full after 10 days. The Protective Advances Should advances from other lenders or SERVICER remain unpaid should property proceed to trustee sale and revert to Lenders), the advances shall constitute Obligations hereunder remain as an amount due and shall be Secured Obligations senior to the extent provided by Section 2.18. All Protective Advances all claims of Lenders and shall be Floating Rate Advances. The making of a Protective Advance on paid first together with 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 Protective 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 Administrative Agent’s receipt thereof. To the extent not reimbursed by the Borrower following a demand for reimbursement, each Lender agrees to fund a Loan in the amount equal to its Pro Rata Share of each Protective Advance to reimburse the Administrative Agent for such Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent, 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 in such Protective Advance in proportion to its Pro Rata Share. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advancecosts due.
Appears in 1 contract
Samples: Loan Servicing Agreement
