Common use of Revolving Credit Advances and Borrowings Clause in Contracts

Revolving Credit Advances and Borrowings. (a) Subject to the terms and conditions hereof, Xxxxxx agrees to make available to Borrower from time to time until the Commitment Termination Date advances pursuant to its Revolving Loan Commitment (each, a “Revolving Credit Advance”); provided, that the aggregate principal amount of such Revolving Credit Advances will not result in the Revolving Exposure exceeding the Revolving Loan Commitment, or the limitations set forth in Section 6.5 hereof. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a). (i) Borrower shall deliver to Lender a Notice of Borrowing with respect to each proposed borrowing of a Revolving Credit Advance (other than Revolving Credit Advances made pursuant to clause (ii) of this Section 2.1(a) or Section 2.3), such Notice of Borrowing to be delivered no later than: (A) 11:00 a.m. (Pacific Standard Time) (or such later time acceptable to Lender in its sole discretion) on the day of such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount equal to or less than $250,000, and (B) the day that is two Business Days prior to such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount greater than $250,000. Once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. (ii) Borrower hereby authorizes Xxxxxx to make Revolving Credit Advances based on telephonic or electronic notices made by any Person which Xxxxxx, in good faith, believes to be acting on behalf of Xxxxxxxx, in accordance with procedures established by or otherwise acceptable to Lender from time to time in its sole discretion (including Xxxxxx’s confirmation of such notices). All Revolving Credit Advances will be advanced to the primary operating account of Borrower, unless Borrower otherwise instructs Xxxxxx in writing. (b) The making of each Advance by Xxxxxx, whether under Section 2.1(a) or Section 2.3, will be deemed to be a representation by Borrower that the Advance will not violate the terms of Section 2.1(a) or Section 2.3, respectively. Lender shall have no duty to follow, or any liability for, the application by Borrower of any proceeds of any Advance. (c) Any Revolving Credit Advance constituting the Initial Draw shall be advanced to an account of Xxxxxxxx’s at Fifth Third or its Affiliates and held until satisfaction of all conditions precedent to the Concorde Acquisition having been met.

Revolving Credit Advances and Borrowings. (a) Subject to the terms and conditions hereof, Xxxxxx Lender agrees to make available to Borrower Borrower, from time to time until the Commitment Termination Date Date, advances pursuant to its Revolving Loan Commitment (each, a “Revolving Credit Advance”); provided, that the aggregate principal amount of such Revolving Credit Advances will not result in the Revolving Exposure exceeding the lesser of (x) the Maximum Revolver Amount and (y) the Revolving Loan Commitment, or the limitations set forth in Section 6.5 hereof. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a). (i) Borrower shall deliver to Lender a Notice of Borrowing with respect to each proposed borrowing of a Revolving Credit Advance (other than Revolving Credit Advances made pursuant to clause (ii) of this Section 2.1(a) or Section 2.3)), such Notice of Borrowing to be delivered no later than: (A) 11:00 than 10:00 a.m. (Pacific Standard TimeCincinnati, Ohio time) (or such later time acceptable to Lender in its sole discretion) on the day of such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount equal to or less than $250,000, and (B) the day that is two Business Days prior to such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount greater than $250,000. Once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. (ii) Borrower hereby authorizes Xxxxxx Lender to make Revolving Credit Advances based on telephonic or electronic notices made by any Person which Xxxxxxthat Lender, in good faith, believes to be acting on behalf of XxxxxxxxBorrower, in accordance with procedures established by by, or otherwise acceptable to to, Lender from time to time in its sole discretion (including XxxxxxLender’s confirmation of such notices). All Revolving Credit Advances will be advanced to the primary operating account of BorrowerDisbursement Account, unless Borrower otherwise instructs Xxxxxx in writing.Lender. O3721488.v4 (b) The making of each Advance by XxxxxxLender, whether under Section 2.1(a) or Section 2.3otherwise, will be deemed to be a representation by Borrower that the Advance will not violate the terms of Section 2.1(a) or Section 2.3, respectively). Lender shall have no duty to follow, or any liability for, the application by Borrower of any proceeds of any Advance. (c) Any Revolving Credit Advance constituting the Initial Draw shall be advanced to an account of Xxxxxxxx’s at Fifth Third or its Affiliates and held until satisfaction of all conditions precedent to the Concorde Acquisition having been met.

Revolving Credit Advances and Borrowings. (a) Subject to the terms and conditions hereof, Xxxxxx each Lender severally (and not jointly) agrees to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances pursuant to its Revolving Loan Commitment (each, a “Revolving Credit Advance”); provided, that the aggregate principal amount of such Revolving Credit Advances will not result in the (i) such Lender’s Revolving Exposure exceeding the such Lender’s Revolving Loan CommitmentCommitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the lesser of (x) the Maximum Revolver Amount and (y) the Borrowing Base, or the limitations set forth subject in all cases to Agent’s authority, in its Permitted Discretion, to make Protective Advances and Overadvances pursuant to Section 6.5 hereof2.1(b) and 2.1(c). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a). All Advances shall be due and payable on the Commitment Termination Date. (i) Borrower shall deliver to Lender Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Credit Advance (other than Revolving Credit Advances made pursuant to clause (ii) of this Section 2.1(a) or Section 2.32.1(c) or Section 2.3(b)), such Notice of Borrowing to be delivered no later than: (A) 11:00 a.m. (Pacific Standard Time) 2:00 p.m. (or such later time acceptable to Lender Agent in its sole discretion) on the day of such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount equal to or less than $250,000ten percent (10%) of the Revolving Loan Commitment, and (B) the day that is two one (1) Business Days Day prior to such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount greater than $250,000ten percent (10%) of the Revolving Loan Commitment. Once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. (ii) Borrower hereby authorizes Xxxxxx Lenders and Agent to make Revolving Credit Advances based on telephonic or electronic notices made by any Person which XxxxxxAgent, in good faith, believes to be acting on behalf of XxxxxxxxBorrower, in accordance with procedures established by or otherwise acceptable to Lender Agent from time to time in its sole discretion (including XxxxxxAgent’s confirmation of such notices). All Revolving Credit Advances will be advanced to the primary operating account of BorrowerDisbursement Account, unless Borrower otherwise instructs Xxxxxx in writingAgent. (b) Any provision of this Agreement to the contrary notwithstanding, at the request of Borrower, Agent may, in its discretion (but shall have absolutely no obligation to), make Revolving Credit Advances to Borrower on behalf of Lenders in amounts that cause the outstanding balance of the aggregate Revolving Exposure of all Lenders to exceed the Borrowing Base (any such excess Revolving Credit Advances are herein referred to collectively as “Overadvances”); provided, that (i) no such event or occurrence shall cause or constitute a waiver of Agent’s, the Swing Line Lender’s or Lenders’ right to refuse to make any further Overadvances, Swing Line Advances or Revolving Credit Advances, or incur any Letter of Credit Obligations at any time that an Overadvance exists, and (ii) no Overadvance shall result in a Default or Event of Default due to Borrower’s failure to comply with Section 2.2(b)(i) for so long as Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Section 8.2 have not been met. All Overadvances shall constitute Base Rate Loans, may in Agent’s sole election (or otherwise at the written request of Required Lenders, shall) bear interest at the Default Rate and shall be payable on the earlier of demand or the Commitment Termination Date. The authority of Agent to make Overadvances is limited to an aggregate amount for all such Overadvances and Protective Advances not to exceed 10% of the Borrowing Base. No Overadvances may remain outstanding for more than 60 days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Revolving Loan Commitment. Any such revocation shall be in writing and shall become effective prospectively upon Agent’s receipt of such revocation. Upon the making of an Overadvance by Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Pro Rata Share of the Revolving Loan Commitment. Agent may, at any time, require the Lenders to fund such participations; provided, that the Revolving Exposure of any Lender after giving effect to any such participations in Overadvances shall not exceed such Lender’s Revolving Loan Commitment. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, 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 Agent in respect of such Overadvance. (c) Subject to the limitations set forth below, Agent is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion (but Agent shall have absolutely no obligation), to make Advances to Borrower, on behalf of all Lenders, which Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 10.1) and other sums payable under the Loan Documents (any of such advances are herein referred to as “Protective Advances”); provided, that the aggregate amount of Protective Advances and Overadvances outstanding at any time shall not at any time exceed 10% of the Borrowing Base; provided, further, that (A) the aggregate Revolving Exposure of all Lenders after giving effect to the Protective Advances being made shall not exceed the aggregate Revolving Loan Commitments and (B) the Revolving Exposure of any Lender after giving effect to the Protective Advances being made shall not exceed such Lender’s Revolving Loan Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 8.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder. All Protective Advances shall be Base Rate Loans. At any time that there is sufficient Borrowing Availability and the conditions precedent set forth in Section 8.2 have been satisfied, Agent may request the Lenders to make a Revolving Credit Advance to repay a Protective Advance. At any other time Agent may require the Lenders to fund their risk participations as described in this Section 2.1(c). Upon the making of a Protective Advance by 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 Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share of the Revolving Loan Commitment. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, 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 Agent in respect of such Protective Advance. (d) The making of each Advance by XxxxxxAgent or any Lender, whether under Section 2.1(a), Section 2.1(c) or Section 2.3, will be deemed to be a representation by Borrower that (i) the Advance will not violate the terms of Section 2.1(a) ), Section 2.1(c), or Section 2.32.3 and (ii) all Eligible Accounts and Eligible Inventory then comprising the Borrowing Base meet the criteria for Eligible Accounts and Eligible Inventory, respectively. Neither Agent nor any Lender shall have no any duty to follow, or any liability for, the application by Borrower of any proceeds of any Advance. (c) Any Revolving Credit Advance constituting the Initial Draw shall be advanced to an account of Xxxxxxxx’s at Fifth Third or its Affiliates and held until satisfaction of all conditions precedent to the Concorde Acquisition having been met.

Revolving Credit Advances and Borrowings. (a) Subject to the terms and conditions hereof, Xxxxxx each Lender severally (and not jointly) agrees to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances pursuant to its Revolving Loan Commitment (each, a “Revolving Credit Advance”); provided, that the aggregate principal amount of such Revolving Credit Advances will not result in the (i) such Lender’s Revolving Exposure exceeding the such Xxxxxx’s Revolving Loan CommitmentCommitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the lesser of (x) the Maximum Revolver Amount and (y) the Borrowing Base, or the limitations set forth subject in all cases to Agent’s authority, in its Permitted Discretion, to make Protective Advances and Overadvances pursuant to Section 6.5 hereof2.1(b) and 2.1(c), respectively. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a). (i) Borrower shall deliver to Lender Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Credit Advance (other than Revolving Credit Advances made pursuant to clause (ii) of this Section 2.1(a2.1(a)(ii), Section 2.1(c) or Section 2.32.3(b)), such Notice of Borrowing to be delivered no later than: (A) 11:00 a.m. 2:00 p.m. (Pacific Standard TimeNew York, NY time) (or such later time acceptable to Lender Agent in its sole discretion) on the day of such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount equal to or less than $250,0007,500,000, and (B) the day that is two Business Days prior to such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount greater than $250,0007,500,000. Once Except as provided in Sections 2.5(b) through (f), once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. (ii) Borrower hereby authorizes Xxxxxx Xxxxxxx and Agent to make Revolving Credit Advances based on telephonic or electronic notices made by any Person which Xxxxxx, in good faith, believes a Notice of Borrowing delivered pursuant to be acting on behalf of Xxxxxxxx, in accordance with procedures established by or otherwise acceptable to Lender from time to time in its sole discretion (including Xxxxxx’s confirmation of such noticesSection 2.1(a)(i). All Revolving Credit Advances will be advanced to the primary operating account of BorrowerDisbursement Account, unless Borrower otherwise instructs Xxxxxx Agent in writinga Notice of Borrowing. (b) Any provision of this Agreement to the contrary notwithstanding, at the request of Borrower, Agent may, in its discretion (but shall have absolutely no obligation to), make Revolving Credit Advances to Borrower on behalf of Lenders in amounts that cause the outstanding balance of the aggregate Revolving Exposure of all Lenders to exceed the Borrowing Base (any such excess Revolving Credit Advances are herein referred to collectively as “Overadvances”); provided, that (i) no such event or occurrence shall cause or constitute a waiver of Agent’s, the Swing Line Lender’s or any other Lender’s right to refuse to make any further Overadvances, Swing Line Advances or Revolving Credit Advances, or incur any Letter of Credit Obligations at any time that an Overadvance exists, and (ii) no Overadvance shall result in a Default or Event of Default due to Borrower’s failure to comply with Section 2.2(b)(i) for so long as Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Section 8.2 have not been met. All Overadvances shall constitute Base Rate Loans, may in Agent’s sole election (or otherwise at the written request of Required Lenders, shall) bear interest at the Default Rate, and shall be payable on the earlier of (x) written demand by Agent, (y) the 60th day after the date such Overadvance is funded to Borrower, and (z) the Commitment Termination Date. The authority of Agent to make Overadvances is limited to an aggregate amount for all such Overadvances and Protective Advances not to exceed 10% of the aggregate Revolving Loan Commitments of all Lenders. No Overadvance shall cause any Lender’s Revolving Exposure to exceed its Revolving Loan Commitment. Upon the making of an Overadvance by Agent, each Lender shall be 53/Mammoth – Credit Agreement deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Pro Rata Share of the Revolving Loan Commitments. Agent may, at any time, require the Lenders to fund such participations; provided, that the Revolving Exposure of any Lender after giving effect to any such participations in Overadvances shall not exceed such Xxxxxx’s Revolving Loan Commitment. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, Agent shall promptly distribute to such Lender, such Xxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Overadvance. (c) Subject to the limitations set forth below, Agent is authorized by Xxxxxxxx and the Lenders, from time to time in Agent’s sole discretion (but Agent shall have absolutely no obligation), to make Advances to Xxxxxxxx, on behalf of all Lenders, which Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 10.1) and other sums payable under the Loan Documents (any of such advances are herein referred to as “Protective Advances”); provided, that the aggregate amount of Protective Advances and Overadvances outstanding at any time shall not at any time exceed 10% of the aggregate Revolving Loan Commitments of all Lenders; provided, further, that (A) the aggregate Revolving Exposure of all Lenders after giving effect to the Protective Advances being made shall not exceed the aggregate Revolving Loan Commitments and (B) the Revolving Exposure of any Lender after giving effect to the Protective Advances being made shall not exceed such Xxxxxx’s Revolving Loan Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 8.2 have not been satisfied. The Protective Advances shall constitute Obligations hereunder. All Protective Advances shall be Base Rate Loans. At any time that there is sufficient Excess Availability and the conditions precedent set forth in Section 8.2 have been satisfied, Agent may request the Lenders to make a Revolving Credit Advance to repay a Protective Advance. At any other time Agent may require the Lenders to fund their risk participations as described in this Section 2.1(c). Upon the making of a Protective Advance by 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 Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share of the Revolving Loan Commitments. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, Agent shall promptly distribute to such Lender, such Xxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Protective Advance. (d) The making of each Advance by XxxxxxAgent or any Lender, whether under Section 2.1(a), Section 2.1(c) or Section 2.3, will be deemed to be a representation by Borrower that (i) the Advance will not violate the terms of Section 2.1(a), Section 2.1(c) or Section 2.32.3 and (ii) all Eligible Investment Grade Accounts, Eligible Unbilled Investment Grade Accounts, Eligible Non-Investment Grade Accounts, Eligible Unbilled Non-Investment Grade Accounts and Eligible Inventory then comprising the Borrowing Base meet all of Agent’s criteria for Eligible Investment Grade Accounts, Eligible Unbilled Investment Grade Accounts, Eligible Non-Investment Grade Accounts, Eligible Unbilled Non-Investment Grade and Eligible Inventory, respectively. Neither Agent nor any Lender shall have no any duty to follow, or any liability for, the application by Borrower of any proceeds of any Advance. (c) Any Revolving Credit Advance constituting the Initial Draw shall be advanced to an account of Xxxxxxxx’s at Fifth Third or its Affiliates and held until satisfaction of all conditions precedent to the Concorde Acquisition having been met.

Revolving Credit Advances and Borrowings. (a) Subject to the terms and conditions hereof, Xxxxxx each Lender severally (and not jointly) agrees to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances pursuant to its Revolving Loan Commitment (each, a “Revolving Credit Advance”); provided, that the aggregate principal amount of such Revolving Credit Advances will not result in the (i) such Lender’s Revolving Exposure exceeding the such Xxxxxx’s Revolving Loan Commitment, Commitment or (ii) the limitations set forth in Section 6.5 hereofaggregate Revolving Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a). (i) Borrower shall deliver to Lender Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Credit Advance (other than Revolving Credit Advances made pursuant to clause (ii) of this Section 2.1(a) or Section 2.32.3(b)), such Notice of Borrowing to be delivered no later than: than noon (A) 11:00 a.m. (Pacific Standard TimeNew York, NY time) (or such later time acceptable to Lender Agent in its sole discretion) on the day of such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount equal to or less than $250,000, and (B) the day that is two Business Days prior to such proposed borrowing, in the case of Revolving Credit Advances in an aggregate principal amount greater than $250,000. Once given, a Notice of Borrowing shall be irrevocable and Borrower shall be bound thereby. (ii) Borrower hereby authorizes Xxxxxx Xxxxxxx and Agent to make Revolving Credit Advances based on telephonic or electronic notices made by any Person which XxxxxxAgent, in good faith, believes to be acting on behalf of Xxxxxxxx, in accordance with procedures established by or otherwise acceptable to Lender Agent from time to time in its sole discretion (including Xxxxxx’s Agent's confirmation of such notices). All Revolving Credit Advances will be advanced to the primary operating account of BorrowerDisbursement Account, unless Borrower otherwise instructs Xxxxxx in writingAgent. (b) The making of each Advance by XxxxxxAgent or any Lender, whether under Section 2.1(a) or Section 2.3, will be deemed to be a representation by Borrower that the Advance will not violate the terms of Section 2.1(a) or Section 2.3, respectively. Neither Agent nor any Lender shall have no any duty to follow, or any liability for, the application by Borrower of any proceeds of any Advance. (c) Any Revolving Credit Advance constituting the Initial Draw shall be advanced to an account of Xxxxxxxx’s at Fifth Third or its Affiliates and held until satisfaction of all conditions precedent to the Concorde Acquisition having been met.