Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.
Appears in 7 contracts
Samples: Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc)
Protective Advances. Subject (a) Advances, disbursements and expenditures made by Agent and/or Banks for the following purposes, whether before and during a foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the limitations set forth pendency of any related proceedings, for the following purposes, shall, in the provisos contained in this Section 2.2(i)(i), the Agent is hereby addition to those otherwise authorized by this Mortgage, constitute “Protective Advances”:
(i) all advances by Agent and/or Banks in accordance with the Borrower and the Lenders, from time to time in the Agent’s sole discretion, terms of this Mortgage to: (A) after preserve or maintain, repair, restore or rebuild the occurrence of a Default or an Event of Default, or improvements upon the Mortgaged Property; (B) preserve the lien of this Mortgage or the priority thereof; or (C) enforce this Mortgage;
(ii) payments by Agent and/or Banks of: (A) when due, installments of principal, interest or other obligations in accordance with the terms of any prior lien or encumbrance; (B) when due, installments of 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 mortgaged real estate or any part thereof; (C) other obligations authorized by this Mortgage; or (D) with court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title;
(iii) advances by Agent and/or Banks in settlement or compromise of any claims asserted by claimants under any prior liens;
(iv) reasonable attorneys’ fees and other costs incurred: (A) in connection with the foreclosure of this Mortgage; (B) in connection with any action, suit or proceeding brought by or against the Agent for the enforcement of this Mortgage or arising from the interest of the Agent hereunder; or (C) in the preparation for the commencement or defense of any such foreclosure or other action;
(v) Agent’s fees and costs, including reasonable attorneys’ fees, arising between the entry of judgment of foreclosure and the confirmation hearing;
(vi) advances of any amount required to make up a deficiency in deposits for installments of taxes and assessments and insurance premiums as may be authorized by this Mortgage;
(vii) expenses deductible from proceeds of sale;
(viii) expenses incurred with respect to environmental testing, audits, reviews, inspections, and remediation;
(ix) expenses incurred and expenditures made by Agent and/or Banks for any one or more of the following: (A) premiums for casualty and liability insurance paid by Agent and/or Banks whether or not Agent 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 mortgaged real estate; (B) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (C) payments required or deemed by Agent and/or Banks to be for the benefit of the Mortgaged 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 mortgaged real estate; (D) shared or common expense assessments payable to any association or corporation in which the owner of the mortgaged real estate is a member in any way affecting the mortgaged real estate; (E) pursuant to any lease or other agreement for occupancy of the mortgaged real estate.
(b) All Protective Advances shall be so much additional Debt, and shall become immediately due and payable without notice and with interest thereon from the date of the advance until paid at the Default Rate.
(c) This Mortgage shall be a lien for all Protective Advances as to subsequent purchasers and judgment creditors from the time this Mortgage is recorded.
(d) All Protective Advances shall, except to the extent, if any, that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, same is clearly contrary to make Base Rate Revolving Loans to or inconsistent with the Borrower on behalf provisions of the Lenders which the AgentAct, apply to and be included in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that the:
(i) if the Pro Rata Share determination of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or amount of Debt at any time;
(ii) if indebtedness found due and owing to the Default Agent in the judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured findings by the Agent’s Liens court of any additional indebtedness becoming due after such entry of judgment, it being agreed that in and to any foreclosure judgment, the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at court may reserve jurisdiction for such purpose;
(iii) determination of amounts deductible from sale proceeds;
(iv) application of income in the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender hands of any receiver or mortgagee in writing possession; and
(v) computation of each such Protective Advanceany deficiency judgment.
Appears in 4 contracts
Samples: Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents (Grubb & Ellis Healthcare REIT, Inc.), Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents (Grubb & Ellis Healthcare REIT, Inc.), Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents (Grubb & Ellis Healthcare REIT, Inc.)
Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after the occurrence to make Advances, on behalf of a Default or all Lenders, in an Event of Default, or (B) aggregate amount outstanding at any time that any that, when added to the aggregate amount of Overadvances outstanding at such time, does not exceed 5% of the other applicable conditions precedent set forth in Article 10 have not been satisfiedAggregate Commitment at such time, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 15.7 9.6 (any of the advances described in this Section 2.2(i)(i) being hereinafter such Advances are herein referred to as “Protective Advances”); providedprovided that, that any two (2) no Protective Advance shall cause the Aggregate Credit Exposure to 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. 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 Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any . Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further . At any time that (i) if there is sufficient Availability and the Pro Rata Share of conditions precedent set forth in Section 4.2 have been satisfied, the Agent may request the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if to make a Revolving Loan to repay a Protective Advance. At any other time the Default or Event of Default would Agent may require consent of all the Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this fund their risk participations described in Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance2.2.
Appears in 4 contracts
Samples: Credit Agreement (Star Gas Partners Lp), Credit Agreement (Star Gas Partners Lp), Credit Agreement (Star Gas Partners Lp)
Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i), the (a) If Administrative Agent determines that it is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateralmake a Protective Advance, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable then Administrative Agent shall give written notice thereof to the Borrower pursuant Noteholders, which notice shall set forth the aggregate amount of such Protective Advance, the portion thereof payable by each Noteholder (which shall be determined based on each Noteholder’s respective Distribution Pro Rata Share) and the date (which shall not be less than five (5) Business Days after delivery of such notice) on which each Noteholder shall be required to remit its Distribution Pro Rata Share thereof to Administrative Agent (or Servicer, if so directed by Administrative Agent), and shall describe in reasonable detail the terms purpose(s) of this Agreementsuch Protective Advance. Neither Administrative Agent (in its capacity as Administrative Agent) nor Servicer shall be required to fund any Protective Advances out of its own funds, including costsbut if either Administrative Agent or Servicer elects to do so, fees and expenses as described such Protective Advance shall be reimbursed in Section 15.7 accordance with Article 4.
(any of the advances described in this Section 2.2(i)(ib) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Upon Administrative Agent’s authorization contained in this Section 2.2(i)(i) determination that it is necessary or desirable to make a Protective AdvancesAdvance as and when applicable, if any such revocation Noteholder fails to be fund in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the a timely manner its Distribution Pro Rata Share of the Lenders revoking Noteholders’ portion of any such authorization does Protective Advance after Administrative Agent has given such Noteholder notice thereof in accordance with Section 6.1(a) (a “Non-Funded Protective Advance”), then (i) Administrative Agent shall notify all of the other Noteholders of (A) the identity of each Noteholder that failed to fund its Distribution Pro Rata Share of the Noteholders’ portion of such Protective Advance, and (B) the aggregate amount of the Protective Advance that was not exceed 50%funded in a timely manner, such revocation shall become effective 90 days after Agent’s receipt thereof or and (ii) if each Noteholder which has funded its Distribution Pro Rata share of the Default or Event Noteholders’ portion of Default would require consent such Protective Advance shall be entitled to elect by written notice to the other Noteholders given not later than two (2) Business Days following receipt of all Lenders the notice from Administrative Agent required under clause (i) above, to waive or amendfund the shortfall (any additional amounts funded by a Noteholder in addition to its respective Distribution Pro Rata Share of the Noteholders’ portion of any Protective Advance, a “Super-Priority Protective Advance”). If there are more than two (2) Noteholders, and more than one Noteholder commits to making a Super-Priority Protective Advance, then such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any electing Noteholders shall make such additional Super-Priority Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding proportionately based on the relationship between the respective Distribution Pro Rata Shares of $4,000,000.00 such Noteholders (or as otherwise agreed amongst such electing Noteholders), and all such further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Super-Priority Protective Advances shall be repayable on demand and secured due to Administrative Agent (or Servicer, as so directed by Administrative Agent) within two (2) Business Days after receipt of notice from Administrative Agent. Any Super-Priority Protective Advance under this clause (b) shall accrue Protective Advance Interest at the Agent’s Liens in and Protective Advance Rate applicable to the CollateralNote under which such Super-Protective Advance would have been funded, shall constitute Revolving Loans and Obligations hereunder, had it not been the result of a Non-Funded Protective Advance and shall bear interest at be repaid in the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender order of priority set forth in writing of each such Protective AdvanceSection 4.2 hereof.
Appears in 4 contracts
Samples: A/B Co Lender Agreement (CSAIL 2020-C19 Commercial Mortgage Trust), A/B Co Lender Agreement (CSAIL 2020-C19 Commercial Mortgage Trust), A/B Co Lender Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (or authorize the Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the Borrower Company in dollars on behalf of the Facility A Lenders (each such Loan, a “Facility A Protective Advance”), (ii) Loans to the Company in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “Facility B US Protective Advance”) and (iii) Loans to any European Borrower in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “European Protective Advances”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2) Lenders no Protective Advance may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofremain outstanding for more than 30 days; provided further that the aggregate amount of (iA) Protective Advances outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the total Revolving Exposure, exceed the aggregate amount of the Commitments, (B) Facility A Protective Advances outstanding at any time shall not, when added to the total Facility A Revolving Exposure, exceed the aggregate amount of the Facility A Commitments, (C) Facility B Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure, exceed the aggregate amount of the Facility B Commitments and (D) European Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure relating to the European Borrowers, exceed the European Sublimit (provided that, for purposes of clauses (A) through (D) above, at any time when any Lender is a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded). Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 4.02 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of each applicable Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the CollateralCollateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars shall be ABR Borrowings and all Protective Advances denominated in Euros or Sterling shall be Overnight LIBO 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. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). It is agreed that the Administrative Agent or the European Administrative Agent, as applicable shall endeavor, but without any obligation, to notify the Borrower Representative promptly after the making of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent or the European Administrative Agent, as applicable, in accordance with the terms hereof, each Facility A Lender or Facility B Lender, as applicable, shall constitute Revolving Loans be deemed, without further action by any party hereto, to have unconditionally and Obligations irrevocably purchased from the Administrative Agent or the European Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Facility A Protective Advance or Facility B Protective Advance, as applicable, in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or European Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and shall bear interest at and all proceeds of Collateral received by the rate applicable to Base Rate Revolving Loans from time to time. The Administrative Agent shall notify each Lender in writing respect of each such Protective Advance.
Appears in 3 contracts
Samples: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after to make Loans to the occurrence Borrower, on behalf of a Default or an Event of Default, or (B) all Tranche A Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3z) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as each such Loan, a “Protective AdvancesAdvance”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances Advance may be made by Agent pursuant in a principal amount that would cause the aggregate Revolving Exposure to this Section 2.2(i)(i) shall not exceed an the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time); 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 at any one time of Protective Advances outstanding of $4,000,000.00 and further shall not hereunder would exceed the Borrowing Base by more than five percent (5%) of the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) as determined on the date of such proposed Protective Advance; and provided further that, (i) the Maximum Revolver Amount. The aggregate amount of outstanding Protective Advances plus the total Revolving Exposures shall not exceed the Aggregate Commitments and (ii) the aggregate amount of Tranche A Credit Extensions plus the aggregate amount of outstanding Protective Advances shall not exceed the Aggregate Tranche A Commitments. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders. Protective Advances may be repayable on demand and made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. Each Protective Advance shall be secured by the Agent’s Liens in favor of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . 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 bear interest at become effective prospectively upon the rate applicable to Base Rate Revolving Loans from time to timeAdministrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent 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 Tranche A Lenders to fund their risk participations described in Section 2.04(b).
(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Tranche A Lender shall be deemed, without further action by any party hereto, 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 Applicable Percentage. From and after the date, if any, on which any Tranche A Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall notify each Lender promptly distribute to such Tranche A Lender, such Tranche A Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in writing respect of each such Protective Advance.
Appears in 3 contracts
Samples: Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (Tube City IMS CORP)
Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the each Borrower and the Lenders, each Lender from time to time in the Agent’s its sole discretion, discretion (Abut without any obligation to do so) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to this Section 2.06(a), a “Canadian Protective Advance” and, together with any US Protective Advance together, the “Protective Advances”) to any applicable Borrower on behalf of the Lenders of the relevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including costs, fees and expenses as any payment of any reimbursable expense (including any expense described in Section 15.7 9.03) and any other amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Party. All Protective Advances denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (any i) the aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the advances described Borrowing Base, (ii) the Total Revolving Credit Exposure would exceed the Aggregate Commitment, (iii) in this Section 2.2(i)(ithe case of a US Protective Advance, any Lender’s Initial US Revolving Credit Exposure would exceed such Lender’s Initial US Commitment or (iv) being hereinafter referred in the case of a Canadian Protective Advance, any Lender’s Initial Canadian Revolving Credit Exposure would exceed such Lender’s Initial Canadian Commitment.
(b) Each US Protective Advance shall be secured by the Liens on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder. Each Canadian Protective Advance shall be secured by the Liens on the Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. Each Protective Advance shall be repaid by the applicable Borrower upon the earliest of (i) demand by the Administrative Agent, (ii) the next succeeding Maturity Date and (iii) the date that is 30 days after such Protective Advance is made. The Administrative Agent’s authorization to as “make Protective Advances”); provided, that any two (2) Lenders Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) Required Lenders. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective AdvancesAdvance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of Administrative Agent may request the Lenders revoking such authorization does not exceed 50%to make an Initial US Revolving Loan or an Initial Canadian Revolving Loan, such revocation shall become effective 90 days as applicable, to repay any US Protective Advance or Canadian Protective Advance, respectively.
(c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after Agent’s receipt thereof or (ii) if the occurrence of a Default or Event of Default would require consent Default), each Lender of all Lenders to waive or amendthe relevant Class shall be deemed, such authorization may be revoked without further action by any Lender effective 90 days after Agent’s receipt thereof. Any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such US Protective Advances made by Agent pursuant Advance or Canadian Protective Advance, as applicable, in proportion to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on its Applicable Percentage, and, upon demand and secured by the Administrative Agent’s Liens in and , shall fund such participation to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective AdvanceAdministrative Agent.
Appears in 3 contracts
Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hillman Companies Inc)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (or authorize the Administrative Agent to make) (i) Loans to the any US Borrower on behalf of the Facility A Lenders (each such Loan, a “Facility A Protective Advance”) and (ii) Loans to any Canadian Borrower on behalf of the Facility B Lenders (each such Loan, a “Facility B Protective Advance”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2) Lenders no Protective Advance may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofremain outstanding for more than 30 days; provided further that the aggregate amount of (iA) Protective Advances outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the total Revolving Exposure, exceed the aggregate amount of the Revolving Commitments, (B) Facility A Protective Advances outstanding at any time shall not, when added to the total Facility A Revolving Exposure, exceed the aggregate amount of the Facility A Commitments and (C) Facility B Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure, exceed the aggregate amount of the Facility B Commitments (provided that, for purposes of clauses (A) through (C) above, at any time when any Lender is a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded). Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 4.02 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the CollateralCollateral and shall constitute Obligations hereunder. All Protective Advances made to the Borrowers shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders or the Required Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). It is agreed that the Administrative Agent shall endeavor, but without any obligation, to notify the Borrower Representative promptly after the making of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent in accordance with the terms hereof, each Facility A Lender or Facility B Lender, as applicable, shall constitute Revolving Loans be deemed, without further action by any party hereto, to have unconditionally and Obligations irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Facility A Protective Advance or Facility B Protective Advance, as applicable, in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Administrative Agent shall notify each Lender promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in writing respect of each such Protective Advance.
Appears in 3 contracts
Samples: Credit Agreement (ODP Corp), Second Amendment (ODP Corp), Credit Agreement (Office Depot Inc)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving (or authorize the Administrative Agent or the European Administrative Agent, as applicable, to make) (i) Loans to the Borrower Company in dollars on behalf of the Facility A Lenders (each such Loan, a “Facility A Protective Advance”), (ii) Loans to the Company in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “Facility B US Protective Advance”) and (iii) Loans to any European Borrower in dollars, Euros or Sterling on behalf of the Facility B Lenders (each such Loan, a “European Protective Advances”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2) Lenders no Protective Advance may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofremain outstanding for more than 30 days; provided further that the aggregate amount of (iA) Protective Advances outstanding at any time shall not (x) exceed $50,000,000 or (y) when added to the total Revolving Exposure, exceed the aggregate amount of the Commitments, (B) Facility A Protective Advances outstanding at any time shall not, when added to the total Facility A Revolving Exposure, exceed the aggregate amount of the Facility A Commitments, (C) Facility B Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure, exceed the aggregate amount of the Facility B Commitments and (D) European Protective Advances outstanding at any time shall not, when added to the total Facility B Revolving Exposure relating to the European Borrowers, exceed the European Sublimit. Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 4.02 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of each applicable Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the CollateralCollateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars shall be ABR Borrowings and all Protective Advances denominated in Euros or Sterling shall be Overnight LIBO 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. At any time that there is sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b). It is agreed that the Administrative Agent or the European Administrative Agent, as applicable shall endeavor, but without any obligation, to notify the Borrower Representative promptly after the making of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent or the European Administrative Agent, as applicable, in accordance with the terms hereof, each Facility A Lender or Facility B Lender, as applicable, shall constitute Revolving Loans be deemed, without further action by any party hereto, to have unconditionally and Obligations irrevocably purchased from the Administrative Agent or the European Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Facility A Protective Advance or Facility B Protective Advance, as applicable, in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or European Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and shall bear interest at and all proceeds of Collateral received by the rate applicable to Base Rate Revolving Loans from time to time. The Administrative Agent shall notify each Lender in writing respect of each such Protective Advance.
Appears in 2 contracts
Samples: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Protective Advances. (a) Subject to the limitations set forth in below, (i) the provisos contained in this Section 2.2(i)(i), the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3C) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents and (ii) the Administrative Agent may require the Lenders to honor requests for Loans when the aggregate Loans exceed, or would exceed upon the funding of such Loans, the Borrowing Base (“Overadvance”) and to forbear from requiring Borrowers to cure an Overadvance (A) when no other Event of Default is known to the Administrative Agent, as long as the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Loans are required) and (B) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance does not continue for more than 30 consecutive days (any of the advances such Loans described in this Section 2.2(i)(iclause (a) being hereinafter are herein referred to as “Protective Advances”); providedprovided that, that any two the aggregate amount of all Protective Advances (2including Overadvances) Lenders may outstanding at any time revoke shall not at any time exceed 10% of the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing Commitments and to become effective prospectively upon the Agent’s receipt thereofaggregate amount of all Overadvances may not exceed 7.5% of the Borrowing Base; provided further that (i) if that, the Pro Rata Share aggregate amount of outstanding Protective Advances plus the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent aggregate Revolving Exposure of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and Commitments. Protective Advances may be made or permitted to exist even if the Maximum Revolver Amountconditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances shall be ABR 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 bear become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent 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). Any funding of a Protective Advance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of any Event of Default.
(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest at and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the rate applicable date, if any, on which any Lender is required to Base Rate Revolving Loans from time to time. The fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall notify each Lender promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in writing respect of each such Protective Advance. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
Appears in 2 contracts
Samples: Credit Agreement (Interline Brands, Inc./De), Credit Agreement (Interline Brands, Inc./De)
Protective Advances. (a) Subject to the limitations set forth below (a) provided a Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur if the relevant Protective Advance is not made) or (b) at any time that any of the conditions precedent set out in the provisos contained in this Section 2.2(i)(i)6 have not been satisfied, the Administrative Agent is hereby authorized authorised by the Borrower Credit Parties and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrowers on behalf of all Lenders (provided however Loans to the French Borrower shall only be made on behalf of the French Lenders by a French Qualifying Lender), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 12.5) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed (x) 10% of the Agent’s authorization contained European Revolving Commitments at such time (in this Section 2.2(i)(ithe case of Protective Advances to the European Borrowers) (y) 10% of the French Revolving Commitments at such time (in the case of Protective Advances to make Protective Advancesthe French Borrower) or (z) in any event, any 10% of the Revolving Commitments at such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereoftime; provided further that (iA) if the Pro Rata Share aggregate amount of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further the European Borrowers plus the Aggregate European Revolving Exposure shall not exceed the European Borrowing Base by more than five percent Limits, and (5%B) and the Maximum Revolver Amountaggregate amount of outstanding Protective Advances to the French Borrowers plus the Aggregate French Revolving Exposure shall not exceed the French Borrowing Limits. Protective Advances may be made even if the conditions precedent set forth in Section 6 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. The Administrative Agent’s authorisation to make Protective Advances may be revoked at any time by the Required Lenders, the European Required Lenders (for Protective Advances to the European Borrowers) or the French Required Lenders (for Protective Advances to the French Borrower). Any such revocation must be in writing and shall bear become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability, the Borrowing Limits would be satisfied and the conditions precedent set forth in Section 6 have been satisfied, the Administrative Agent may request the Lenders (under the relevant Facility depending on the Borrower to which the Protective Advance has been made) to make a Revolving Loan in the relevant currency to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.4(b). Notwithstanding any other term of this Agreement, the Administrative Agent may (but shall not be obliged to), in its discretion during a Cash Dominion Period or at any time at which it considers that the Collateral of the French Borrower may be at risk require the French Borrower to whom a Protective Advance has been made to pay all outstanding amounts payable to any or all of its RoT Suppliers directly out of the proceeds of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) each European 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 at and participation in any Protective Advance to a European Borrower in proportion to its Applicable Percentage of the rate applicable European Facility and (ii) each French Lender shall be deemed, without further action by any party hereto, to Base Rate Revolving Loans have unconditionally and irrevocably purchased from time the Administrative Agent, without recourse or warranty, an undivided interest and participation in any Protective Advance to timea French Borrower in proportion to the Applicable Percentage of the French Facility. The 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 notify each Lender promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in writing respect of each such Protective Advance.
Appears in 1 contract
Samples: Abl Credit Agreement (Univar Inc.)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after following the occurrence and during the continuance of a Default or an Event of Default, or in the Administrative Agent’s sole discretion (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrower Borrower, on behalf of the Lenders all Lenders, which the Administrative Agent, in its reasonable business judgmentdiscretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.05) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed 5.0% of the Agent’s authorization contained Borrowing Base as then in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon effect (based on the Agent’s receipt thereofBorrowing Base Certificate last delivered); provided further that that, the aggregate amount of Revolving Exposure (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any including outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(iAdvances) shall not exceed an the aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . All Protective Advances shall be ABR 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 bear become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent 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 2.25(b).
(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 at and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the rate applicable date, if any, on which any Lender is required to Base Rate Revolving Loans from time to time. The fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall notify each Lender promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in writing respect of each such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s 's sole discretiondiscretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligation to), (A) after to make Loans to the occurrence Borrower,on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3z) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”each such Loan, a "PROTECTIVE ADVANCE"); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances Advance may be made by Agent pursuant in a principal amount that would cause the aggregate Revolving Exposure to this Section 2.2(i)(i) shall not exceed an the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount at any one time of Protective Advances outstanding of $4,000,000.00 and further shall not hereunder would exceed the Borrowing Base by more than five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; and provided further that, the Maximum Revolver Amount. The aggregate amount of Credit Extensions plus the aggregate amount of outstanding Protective Advances shall not exceed the Aggregate Commitments and there shall not be repayable on demand and more than three Protective Advances during any twelve month period. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders unless a Liquidation is taking place. Each Protective Advance shall be secured by the Agent’s Liens in favor of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder, . 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 bear interest at become effective prospectively upon the rate applicable to Base Rate Revolving Loans from time to timeAdministrative Agent's receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent 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 Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, 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 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 notify each Lender promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in writing respect of each such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion in the exercise of its commercially reasonable judgment (but shall have absolutely no obligation to), (A) after to make Loans to the occurrence Borrowers, on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums, in each case to the extent due and payable (and not in dispute by the Borrower Agent (acting in good faith)) under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5.0% of the advances described in this Section 2.2(i)(i) being hereinafter referred to Borrowing Base as “determined on the date of such proposed Protective Advance; and provided, further, that the aggregate amount of Credit Extensions (including the aggregate amount of outstanding Protective Advances”); provided, that any two (2) shall not exceed the Aggregate Commitments. No Protective Advance may remain outstanding for more than 45 days without the consent of the Required Lenders unless a Liquidation is taking place. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any The making of a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) Advance on any one occasion shall not exceed an aggregate principal amount at obligate the Administrative Agent to make any one Protective Advance on any other occasion. At any time outstanding that the conditions precedent set forth in Section 4.02 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 2.04(b).
(b) Upon the making of $4,000,000.00 and further shall not exceed a Protective Advance by the Borrowing Base by more than five percent Administrative Agent (5%) and whether before or after the Maximum Revolver Amount. The Protective Advances occurrence of a Default or Event of Default), each Lender shall be repayable deemed, without further action by any party hereto, 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 Applicable Percentage. From and after the date, if any, on demand which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and secured interest and all proceeds of Collateral (if any) received by the Agent’s Liens Administrative Agent in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing respect of each such Protective Advance.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in the provisos contained in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the each Borrower and the Lenders, each Lender from time to time in the Agent’s its sole discretion, discretion (Abut without any obligation to do so) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Base Rate Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”) and Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to this Section 2.06(a), a “Canadian Protective Advance” and, together with any US Protective Advance together, the “Protective Advances”) to any applicable Borrower on behalf of the Lenders of the relevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, relevant Collateral or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other Obligations, relevant Secured Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the relevant Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement or any other Loan Document, including costs, fees and expenses as any payment of any reimbursable expense (including any expense described in Section 15.7 (9.03) and any other amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the advances described relevant Loan Party. All Protective Advances denominated in this Section 2.2(i)(i) being hereinafter referred to Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as “applicable, and all Protective Advances”); providedAdvances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. No Protective Advance may be made if, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advancesafter giving effect thereto, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the Lenders revoking such authorization does not exceed 50%Borrowing Base, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default Total Revolving Credit Exposure would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent Aggregate Commitment, (5%iii) and in the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing case of each such a US Protective Advance., any Lender’s Initial US Revolving Credit Exposure would exceed such Lender’s Initial US Commitment or
Appears in 1 contract
Protective Advances. Subject to the limitations set forth 1. In connection with any actions taken by Mortgagee as described in the provisos contained in foregoing Section I, this Mortgage shall be a lien for all Protective Advances (as defined herein) as to subsequent purchasers and judgment creditors from the time the Mortgage is recorded, pursuant to Subsection (b)(5) of Section 2.2(i)(i), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any 15-1302 of the other applicable conditions precedent set forth in Article 10 have not been satisfiedIMFL. Protective Advances ("Protective Advances") refer to all advances, disbursements and expenditures (collectively, "advances") made by Mortgagee before and during foreclosure, prior to make Base Rate Revolving Loans to sale, and where applicable, after sale, for the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable following purposes:
(1a) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower advances pursuant to this Exhibit B;
(b) advances in accordance with the terms of this AgreementMortgage to: (i) protect, preserve or restore the Mortgaged Property; (ii) preserve the lien of this Mortgage or the priority thereof; or (iii) enforce this Mortgage, as referred to in Subsection (b)(5) of Section 15-1302 of the IMFL, as amended from time to time;
(c) payments of (i) when due installments of taxes and assessments against the Mortgaged Property; (ii) other obligations authorized by this Mortgage; or (iii) with court approval any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title, all as referred to herein and in Section 15-1505 of the IMFL;
(d) attorneys' fees and other costs incurred in connection with the foreclosure of this Mortgage as referred to in Sections 1504 (d)(2) and 15-1510 of the IMFL and in connection with any other litigation or administrative proceeding to which the Mortgagee may be or become or be threatened or contemplated to be a party, including probate and bankruptcy proceedings, or in the preparation for the commencement or defense of any such suit or proceeding; including filing fees, appraisers' fees, outlays for documents and expert evidence, witness fees, stenographer's charges, publication costs, and costs (which may be estimated as to items to be expended after entry of judgment) of procuring all such abstracts of title, title charges and examinations, foreclosure minutes, title insurance policies, Torrens certificates, appraisals, and similar data and assurances with respect to title and value as Mortgagee may deem reasonably necessary either to prosecute or defend such suit or, in case of foreclosure, to evidence to bidders at any sale which may be had pursuant to the foreclosure judgment the true condition of the title to or the value of the Mortgaged Property;
(e) Mortgagee's fees and expenses costs arising between the entry of judgment of foreclosure and the confirmation hearing as described referred to in Subsection (b) (1) of Section 15.7 (any 15-1508 of the advances described in this Section 2.2(i)(iIMFL;
(f) being hereinafter expenses deductible from proceeds of sale referred to as “Protective Advances”)in Subsections (a) and (b) of Section 15-1512 of the IMFL; provided, that and
(g) expenses incurred and expenditures made by Mortgagee for any two (2) Lenders may at any time revoke one or more of the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that following: (i) if the Pro Rata Share of Mortgaged Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or owner thereof; (ii) if any of the Default Mortgaged Property consists of an interest in a leasehold estate under a lease or Event of Default would require consent of all Lenders sublease, rentals or other payments required to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant the lessee under the terms of the lease or sublease; (iii) premiums upon casualty and liability insurance made by Mortgagee whether or not Mortgagee or a receiver is in possession, if reasonably required, without regard to this the limitation to maintaining of insurance in effect at the time any receiver or mortgagee takes possession of the Mortgaged Property imposed by Subsection (c) (1) of Section 2.2(i)(i15-1704 of the IMFL; (iv) shall not exceed payments required or deemed by Mortgagee to be for the benefit of the Mortgaged Property or required to be made by the owner of the Mortgaged Property under any grant or declaration of easement, easement agreement, reciprocal easement agreement, agreement with any adjoining land owners or other instruments creating covenants or restrictions for the benefit of or affecting the Mortgaged Property; (v) shared or common expense assessments payable to any association or corporation in which the owner of the Mortgaged Property is a member in any way affecting the Mortgaged Property; (vi) operating deficits incurred by Mortgagee in possession or reimbursed by Mortgagee to any receiver; and (vii) fees and costs incurred to obtain an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed environmental assessment report relating to the Borrowing Base by more than five percent (5%) and the Maximum Revolver AmountMortgaged Property.
2. The Protective Advances shall shall, except to the extent, if any, that any of the same is clearly contrary to or inconsistent with the provisions of the IMFL, be repayable on demand and included in:
(a) determination of the amount of indebtedness secured by this Mortgage at any time;
(b) the Agent’s Liens in indebtedness found due and owing to the CollateralMortgagee in the judgment of foreclosure and any subsequent amendment of such judgment, shall constitute Revolving Loans and Obligations hereundersupplemental judgments, and shall bear interest at orders, adjudications or findings by the rate applicable court of any additional indebtedness becoming due after entry of such judgment, it being hereby agreed that in any foreclosure judgment, the court may reserve jurisdiction for such purpose;
(c) if right of redemption has not been waived by this Mortgage, computation of the amount required to Base Rate Revolving Loans from time redeem, pursuant to time. The Agent shall notify each Lender in writing of each such Protective Advance.Subsections (d)(2) and
Appears in 1 contract
Samples: Mortgage, Assignment of Leases and Rents, Security Agreement (Discovery Zone Inc)
Protective Advances. Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i1.1(b), the Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Agent’s 's sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 Section 3.2 or otherwise have not been satisfiedsatisfied (including without limitation the condition precedent that the aggregate principal amount of all outstanding Revolving Loans do not exceed Availability), to require the Lenders to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders Borrower, according to each such Lender's Pro Rata Revolving Share thereof, which such Revolving Loans the Agent, in its reasonable business sole judgment, deems necessary or desirable (1) to preserve or protect the business conducted by any Credit Party, the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this AgreementAgreement or any other Loan Document, including required principal payments on the Term Loans, interest costs, fees fees, expenses, costs and expenses as described in Section 15.7 indemnification (any of the advances described in this Section 2.2(i)(i1.1(b) being hereinafter hereafter referred to as “"Protective Advances”"); provided, that any two (2w) the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i)(i) to so require such Lenders to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s 's receipt thereof; provided further that , (iy) if the Pro Rata Share aggregate amount of Protective Advances outstanding at any time, exclusive of those made pursuant to the Lenders revoking such authorization does preceding clause (3), shall not exceed 50%, $2,000,000 and (z) the Agent shall be prohibited from so requiring such revocation shall become effective 90 days after Agent’s receipt Lenders to make Protective Advances to the extent the making thereof or (ii) if would cause the Default or Event of Default would require consent aggregate principal amount of all Lenders outstanding Revolving Loans to waive exceed the aggregate Revolving Loan Commitments then in effect less the amount of any Reserves then in effect with respect to the Credit Accommodation Balance. If a Protective Advance is made, or amendpermitted to remain outstanding, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) 1.1(b), then all Lenders shall not exceed an be bound to make, or permit to remain outstanding, such Protective Advance based upon their Pro Rata Revolving Loan Shares thereof. Borrower shall repay the aggregate outstanding principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on upon demand and secured therefore by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.
Appears in 1 contract
Samples: Loan and Security Agreement (Titan Global Holdings, Inc.)
Protective Advances. (a) Subject to the limitations set forth below (a) provided a Default or Event of Default has occurred and is continuing (or could reasonably be expected to occur if the relevant Protective Advance is not made) or (b) at any time that any of the conditions precedent set out in the provisos contained in this Section 2.2(i)(i)6 have not been satisfied, the Administrative Agent is hereby authorized authorised by the Borrower Credit Parties and the Lenders, from time to time in the Administrative Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Loans to the Borrowers on behalf of all Lenders (provided however Loans to the French Borrower shall only be made on behalf of the French Lenders by a French Qualifying Lender), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 12.5) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); providedprovided that, that any two (2) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed (x) 10% of the Agent’s authorization contained European Revolving Commitments at such time (in this Section 2.2(i)(ithe case of Protective Advances to the European Borrowers) (y) 10% of the French Revolving Commitments at such time (in the case of Protective Advances to make Protective Advancesthe French Borrower) or (z) in any event, any 10% of the Revolving Commitments at such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereoftime; provided further that (iA) if the Pro Rata Share aggregate amount of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any outstanding Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further the European Borrowers plus the Aggregate European Revolving Exposure shall not exceed the European Borrowing Base by more than five percent Limits, and (5%B) and the Maximum Revolver Amountaggregate amount of outstanding Protective Advances to the French Borrowers plus the Aggregate French Revolving Exposure shall not exceed the French Borrowing Limits. Protective Advances may be made even if the conditions precedent set forth in Section 6 have not been satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favour of the Collateral Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. The Administrative Agent’s authorisation to make Protective Advances may be revoked at any time by the 942882452.15 Required Lenders, the European Required Lenders (for Protective Advances to the European Borrowers) or the French Required Lenders (for Protective Advances to the French Borrower). Any such revocation must be in writing and shall bear become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Aggregate Availability, the Borrowing Limits would be satisfied and the conditions precedent set forth in Section 6 have been satisfied, the Administrative Agent may request the Lenders (under the relevant Facility depending on the Borrower to which the Protective Advance has been made) to make a Revolving Loan in the relevant currency to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.4(b). Notwithstanding any other term of this Agreement, the Administrative Agent may (but shall not be obliged to), in its discretion during a Cash Dominion Period or at any time at which it considers that the Collateral of the French Borrower may be at risk require the French Borrower to whom a Protective Advance has been made to pay all outstanding amounts payable to any or all of its RoT Suppliers directly out of the proceeds of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), (i) each European 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 at and participation in any Protective Advance to a European Borrower in proportion to its Applicable Percentage of the rate applicable European Facility and (ii) each French Lender shall be deemed, without further action by any party hereto, to Base Rate Revolving Loans have unconditionally and irrevocably purchased from time the Administrative Agent, without recourse or warranty, an undivided interest and participation in any Protective Advance to timea French Borrower in proportion to the Applicable Percentage of the French Facility. The 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 notify each Lender promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in writing respect of each such Protective Advance.
Appears in 1 contract
Samples: Abl Credit Agreement (Univar Inc.)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, the Administrative Agent (including its Canada branch as regards Protective Advances to the Canadian Borrower) is hereby authorized (but shall have no obligation to) by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion, (A) after following the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of in the other applicable conditions precedent set forth in Article 10 have not been satisfiedAdministrative Agent’s Permitted Discretion, to make Base Rate Revolving (or authorize the Administrative Agent to make) Loans to the US Borrower in Dollars or to the Canadian Borrower in Dollars or Canadian Dollars on behalf of the applicable Lenders (each such Loan, a “Protective Advance”), which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by any of the Borrower Borrowers to the Agents and the Lenders pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 10.2) and other sums payable under the Credit Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Loans are herein referred to as “Protective Advances”); provided, provided that any two (2x) Lenders no Protective Advance may remain outstanding for more than 30 days; (y) the aggregate amount of Protective Advances outstanding at any time revoke shall not exceed the AgentDollar Equivalent of $20,000,000; and (z) no Protective Advance shall be made that would result in the Revolving Credit Exposure of any Lender exceeding such Lender’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereofRevolving Commitment; provided further that (i) no Protective Advance shall result in a Default due to the Borrowers’ failure to comply with Section 2.1 for so long as such Protective Advance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Protective Advance. Protective Advances may be made even if the Pro Rata Share of the Lenders revoking such authorization does conditions precedent set forth in Section 3.2 have not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amountbeen satisfied. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Administrative Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations hereunder. All Protective Advances denominated in Dollars shall be Base Rate Borrowings or, as regards the Canadian Credit Parties, Canadian Base Rate Borrowings, and all Protective Advances denominated in Canadian Dollars shall bear interest at the rate applicable to Base be Canadian Prime Rate Revolving Loans from time to timeBorrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient US Available Credit or Canadian Available Credit, as the case may be, and the conditions precedent set forth in Section 3.2 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated and to the Borrowers to which the Protective Advance was made, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.25(b). It is agreed that the Administrative Agent shall endeavor, but without any obligation, to notify the applicable Borrower promptly after the making of any Protective Advance.
(b) Upon the making of a Protective Advance by the Administrative Agent in accordance with the terms hereof, each applicable 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 writing 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 each all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.
(c) The Canadian Borrower shall be liable only for any Protective Advances made to it.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Zekelman Industries, Inc.)
Protective Advances. Subject to Each of the limitations set forth in the provisos contained in this Section 2.2(i)(i), the US Administrative Agent is hereby authorized by the Borrower and the LendersForeign Administrative Agent shall be authorized, from time to time in the Agent’s sole its discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that an Event of Default has occurred and is continuing, and without regard to whether any of the other applicable conditions precedent set forth in Article 10 have not been III are satisfied, to make Base Rate a US Revolving Loans Credit Advance (a “US Protective Advance”) or a Foreign Revolving Credit Advance (a “Foreign Protective Advance”, and together with a US Protective Advance, a “Protective Advance”) (a) of up to an amount of $20,000,000 (or the Borrower on behalf Equivalent thereof in the applicable currency in the case of Foreign Protective Advances denominated in such currency) in the Lenders which aggregate for all Protective Advances outstanding at any time (provided that (i) the Agentsum of all Revolving Credit Advances, Swing Line Advances, L/C Obligations and Protective Advances do not exceed the aggregate Revolving Credit Commitments, (ii) in its reasonable business judgmentthe case of a US Protective Advance, the sum of all US Revolving Credit Advances, US Swing Line Advances, US L/C Obligations and US Protective Advances do not exceed the aggregate US Revolving Credit Commitments and (iii) in the case of a Foreign Protective Advance, the sum of all Foreign Revolving Credit Advances, Foreign L/C Obligations and Foreign Protective Advances do not exceed the aggregate Foreign Revolving Credit Commitments), if the US Administrative Agent or the Foreign Administrative Agent deems such Protective Advances necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, collectibility or maximize the amount of, repayment of Obligations under the Loans and other Obligations, Loan Documents; or (3b) to pay any other amount amounts chargeable to the Borrower pursuant to the terms of this Agreementany Loan Party under any Loan Documents, including costs, fees and expenses as described to the extent due and payable. Each US Lender shall participate in Section 15.7 (any each US Protective Advance, and each Foreign Lender shall participate in each Foreign Protective Advance, in an amount equal to its Pro Rata Share thereof. The US Lenders holding more than 50% of Advances and Commitments under the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders US Revolving Credit Facility may at any time revoke the US Administrative Agent’s authorization contained in this Section 2.2(i)(i) authority to make further Protective AdvancesAdvances by written notice to the US Administrative Agent, and the Foreign Lenders holding more than 50% of Advances and Commitments under the Foreign Revolving Credit Facility may at any such revocation to be in writing and to become effective prospectively upon time revoke the Foreign Administrative Agent’s receipt thereof; provided authority to make further that (i) if Protective Advances by written notice to the Pro Rata Share of Foreign Administrative Agent. Absent such revocation, the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after determination by the US Administrative Agent’s receipt thereof or (ii) if the Default or Event Foreign Administrative Agent, as applicable, that funding of Default would require consent a Protective Advance is appropriate shall be conclusive, provided, that the aggregate outstanding principal amount of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount not, at any one time outstanding time, exceed the lesser of $4,000,000.00 20,000,000 and further shall not exceed 7.5% of the Borrowing Base by more than five percent (5%) and the Maximum Revolver AmountRevolving Credit Facilities at such time. The US Protective Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral, constitute US Obligations for all purposes. Foreign Protective Advances shall constitute Foreign Obligations for all purposes. 63 Chemtura (Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Protective Advance.Facility) Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Protective Advances. (a) Subject to the limitations set forth in the provisos contained in this Section 2.2(i)(i)below, (i) the Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but the Agent shall have absolutely no obligation) to make extensions of credit in the manner set forth in Section 2.8(b) to the Borrowers for the purposes set forth below (any of such loans are herein referred to as “Agent Advances”) and (ii) the Required Lenders are authorized by the Borrowers, from time to time in the Required Lender’s sole discretion (but the Required Lenders shall have absolutely no obligation) to approve extensions of credit in the manner set forth in Section 2.8(c) (any of such loans are herein referred to as “Lender Advances” and together with the Agent Advances, the “Protective Advances”). A Protective Advance shall be made if the Agent or the Lenders (as applicable), each in their sole and absolute discretion, (A) after deem such Protective Advance necessary or desirable to make pay or prepay the occurrence of a Default or an Event of Default, or (B) at any time Vendor Obligations in the event that any of the obligations thereunder have been accelerated or any other applicable event has occurred or condition exists, the effect of which is permit the acceleration any of the Vendor Obligations. Protective Advances may be made even if the conditions precedent set forth in Article 10 Section 4.2 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 15.7 (any of the advances described in this Section 2.2(i)(i) being hereinafter referred to as “Protective Advances”); provided, that any two (2) Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereof. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by the Agent’s Liens in favor of the Agent in and to the Collateral, Collateral and shall constitute Revolving Loans and Obligations Lender Debt hereunder. Subject to Section 2.6, and all Protective Advances shall bear interest at the 12% plus the default rate applicable set forth in Section 2.2(b), on the basis of a 360-day year and actual days elapsed. Interest on each Protective Advance shall be due and payable in arrears on the first Business Day of each calendar month, commencing on the calendar month such Protective Advance is made. If not sooner paid, the Protective Advances shall be paid in full, together with accrued interest thereon, on the Maturity Date. Each Protective Advance shall constitute “Loans” and shall be subject to Base Rate Revolving the prepayment provisions set forth in Sections 3.2, 3.3 and 3.4 in the same manner as the other Loans from time to timemade hereunder (including the limitation on prepayments and the Applicable Premium requirements set forth therein). Unless expressly provided for in this Section 2.8 or elsewhere in this Agreement, Protective Advances shall constitute “Loans” in the same manner as the other Loans made under this Agreement for the purposes of each right, remedy, acknowledgement and obligation of the Lenders and Agent (and each obligation and acknowledgement of the Borrowers) provided for under this Agreement and the Loan Documents and for the purposes of the Intercreditor Agreement. The Borrowers hereby irrevocably authorize the Agent shall notify each Lender in writing to disburse the proceeds of each such any Protective AdvanceAdvance to the payment or prepayment of the Vendor Obligations.
Appears in 1 contract
Protective Advances. (a) Subject to the limitations set forth in below and notwithstanding anything to the provisos contained contrary in this Section 2.2(i)(i)Agreement, the Agent is hereby authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article 10 but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Revolving Credit Loans to the Borrower Borrowers, on behalf of the Lenders all Lenders, which the Agent, in its reasonable business judgment, Permitted Discretion deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans and or other Obligations, Obligations or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses as described in Section 15.7 12.4) and other sums payable under the Loan Documents (any of the advances described in this Section 2.2(i)(i) being hereinafter such Revolving Credit Loans are herein referred to as “Protective Advances”); provided, provided that any two (2i) Lenders may the aggregate amount of Protective Advances outstanding at any time revoke shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, and (ii) to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the Agent’s sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, Advances may be revoked at any time by the Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided .
(b) [Reserved].
(c) Upon the making of a Protective Advance by the Agent (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 purchased from the Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. On any Business Day, the Agent may, in its sole discretion, give notice to the Lenders that (i) the Lenders are required to fund their risk participation in Protective Advances, in which case each Lender shall fund its participation on the date specified in such notice. Notwithstanding the foregoing, the Agent may also request Settlement of all Protective Advances in accordance with Section 2.3(i). From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the 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 Lenders revoking Agent in respect of such authorization does not exceed 50%Protective Advance.
(d) Each Protective Advance shall be deemed to be a Revolving Credit Loan hereunder, such revocation except that no Protective Advance shall become effective 90 days after Agent’s receipt thereof or (ii) if be eligible to be a LIBOR Rate Advance and, prior to Settlement therefor, all payments on the Default or Event of Default would require consent of all Lenders Protective Advances, including interest thereon, shall be payable to waive or amend, such authorization may be revoked by any Lender effective 90 days after Agent’s receipt thereofthe Agent solely for its own account. Any Protective Advances made by Agent pursuant to this Section 2.2(i)(i) shall not exceed an aggregate principal amount at any one time outstanding of $4,000,000.00 and further shall not exceed the Borrowing Base by more than five percent (5%) and the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and upon demand, shall be secured by the Agent’s Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, hereunder and shall bear interest at the rate applicable to Base Rate Revolving Loans in effect from time to timetime applicable to the Revolving Credit Loans comprised of Base Rate Advances, including any increase in such rate that is applicable under Section 4.2. The Agent shall notify each Lender provisions of this Section 2.15 are for the exclusive benefit of the Agent, Swingline Lender, and the Lenders and are not intended to benefit the Borrowers (or any other Loan Party) in writing of each such Protective Advanceany way.
Appears in 1 contract
Protective Advances. (a) Subject in all respects to the limitations set forth below and the terms of Section 9.22 of this Agreement (and notwithstanding anything to the contrary in Section 4.02, including failure to satisfy or waive any of the provisos contained conditions precedent set forth in this Section 2.2(i)(i4.02), the Administrative Agent is hereby authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretiondiscretion (but shall have absolutely no obligation to), (A) after the occurrence to make Loans to Borrower, on behalf of a Default or an Event of Default, or (B) all Lenders at any time that any of the other applicable conditions condition precedent set forth in Article 10 have Section 4.02 has not been satisfiedsatisfied or waived, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders which the Administrative Agent, in its reasonable business judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3iii) to pay any other amount chargeable to the or required to be paid by Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 15.7 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5% of the advances described in this Section 2.2(i)(i) being hereinafter referred to aggregate Commitments as “determined on the date of such proposed Protective Advances”)Advance; and provided, that any two (2) Lenders further that, the aggregate amount of such proposed Protective Advances plus the aggregate Exposures shall not exceed the aggregate Commitments. No AMENDED AND RESTATED ABL CREDIT AGREEMENT Protective Advance may remain outstanding for more than 60 days without the consent of the Required Lenders. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Facility Obligations and Secured Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time revoke by the Agent’s authorization contained in this Section 2.2(i)(i) to make Protective Advances, any Required Lenders. Any such revocation to must be in writing and to shall become effective prospectively upon the Agent’s receipt thereof; provided further that (i) if the Pro Rata Share of the Lenders revoking such authorization does not exceed 50%, such revocation shall become effective 90 days after Agent’s receipt thereof or (ii) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 90 days after Administrative Agent’s receipt thereof. Any The making of a Protective Advances made by Agent pursuant to this Section 2.2(i)(i) Advance on any one occasion shall not exceed an aggregate principal amount at obligate the Administrative Agent to make any one Protective Advance on any other occasion. At any time outstanding of $4,000,000.00 and further shall not exceed that the Borrowing Base by more than five percent (5%) and conditions precedent set forth in Section 4.02 have been satisfied or waived, the Maximum Revolver Amount. The Protective Advances shall be repayable on demand and secured by Administrative Agent may request the Agent’s Liens in and Lenders to the Collateral, shall constitute make a Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable Loan to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such 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).
Appears in 1 contract
