Common use of Special Agent Advances Clause in Contracts

Special Agent Advances. The Administrative Agent may, at its option, from time to time after the Conversion Date, at any time upon the occurrence and continuation of an Event of Default or upon any other failure of a condition precedent to the Loans and Letters of Credit hereunder, make such disbursements and advances (collectively, the "Special Agent Advances") which the Administrative Agent, in its sole discretion, (a) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (b) to enhance the likelihood or maximize the amount of repayment by the Credit Parties of the Loans and other Obligations; provided, that (i) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the additional Loans and Letters of Credit that the Administrative Agent and/or the Issuing Lender may make or provide as set forth in Section 12.10, shall not exceed an aggregate amount equal to ten percent (10%) of the aggregate Commitments as of such date without the prior written consent of the Required Agreement Lenders and (ii) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the aggregate Commitments as of such date, except at the Administrative Agent's option, provided, that, to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans and Letters of Credit exceed the aggregate Commitments, the Special Agent Advances that are in excess of the aggregate Commitments shall be for the sole account and risk of the Administrative Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the such aggregate Commitments, or (c) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to the Issuing Lender in respect of any Obligations with respect to Letters of Credit. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the interest rate (including the Applicable Margin) then applicable to Base Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 4.7, each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent's demand, in immediately available funds, the amount equal to such Lender's Commitment Percentage of each such Special Agent Advance. If such funds are not made available to the Administrative Agent by such Lender, such Lender shall be deemed a Defaulting Lender and the Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the Federal Funds Rate for each day during such period and if such amounts are not paid within three (3) days of the Administrative Agent's demand, at the highest interest rate provided for in Section 4.1 applicable to Base Rate Loans.

Special Agent Advances. The Administrative Agent may, at its option, from time to time after the Conversion Datetime, at any time upon the occurrence and continuation of on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letters of Credit hereunder, make such disbursements and advances (collectively, the "“Special Agent Advances"”) which the Administrative Agent, in its sole discretion, (a) deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or thereof, (bii) to enhance the likelihood or maximize the amount of repayment by the Credit Loan Parties of the Loans and or any other Obligations; provided, that (i) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the additional Loans and Letters of Credit that the Administrative Agent and/or the Issuing Lender may make or provide as set forth in Section 12.10, shall not exceed an aggregate amount equal to ten percent (10%) of the aggregate Commitments as of such date without the prior written consent of the Required Agreement Lenders and (ii) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the aggregate Commitments as of such date, except at the Administrative Agent's option, provided, that, to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans and Letters of Credit exceed the aggregate Commitments, the Special Agent Advances that are in excess of the aggregate Commitments shall be for the sole account and risk of the Administrative Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the such aggregate Commitments, Obligations or (ciii) to pay any other amount chargeable to any Credit Loan Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to the any Issuing Lender in respect of any Obligations with respect to Letter of Credit Obligations; provided that (A) the aggregate principal amount of the Special Agent Advances outstanding at any time shall not exceed the lesser of (x) five percent (5%) of the Aggregate Commitment and (y) $7,500,000, (B) the aggregate principal amount of the Special Agent Advances outstanding at any time, plus the then outstanding principal amount of the Loans and Letters of CreditCredit (including the additional Loans and the additional Letters of Credit made pursuant to Section 2.8(a)), shall not exceed the Aggregate Commitment and (C) no such Special Agent Advance shall be outstanding more than forty five (45) days after the date such Special Agent Advance is made, except as the Required Lenders may otherwise agree. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the interest rate (including the Applicable Margin) then applicable to Base Rate Loans plus two percent (2%), and shall be payable on demand. Without limitation of its obligations pursuant to Section 4.7, each Each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent's ’s demand, in immediately available funds, the amount equal to such Lender's Commitment Percentage ’s Pro Rata Share of each such Special Agent AdvanceAdvance not to exceed such Lender’s Commitment. If such funds are not promptly made available to the Administrative Agent by such Lender, such Lender shall be deemed a Defaulting Lender and the Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the Federal Funds Rate for each day during such period and if such amounts are not paid within three (3) days of the Administrative Agent's ’s demand, at the highest interest rate provided for in Section 4.1 applicable to Base Rate Loans.3.1

Special Agent Advances. The Administrative Agent may, at its option, from time to time after the Conversion Datetime, at any time upon the occurrence and continuation of on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letters of Credit hereunder, make such disbursements and advances (collectively, the "“Special Agent Advances"”) which the Administrative Agent, in its sole discretion, (a) deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or thereof, (bii) to enhance the likelihood or maximize the amount of repayment by the Credit Loan Parties of the Loans or any other Obligations or (iii) to pay any other amount chargeable to any Loan Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and other expenses and payments to any Issuing Bank in respect of any Letter of Credit Obligations; provided, provided that (iA) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of at any date of determination time, plus the then outstanding principal amount of the additional Loans and Letters of Credit that the Administrative Agent and/or the Issuing Lender may make made or provide as set forth in provided pursuant to Section 12.102.8(a), shall not exceed an aggregate amount equal to the lesser of (x) ten percent (10%) of the aggregate Commitments as of such date without the prior written consent of the Required Agreement Lenders Aggregate Commitment and (iiy) $60,000,000 and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of at any date of determination time, plus the then outstanding principal amount of the Loans and Letters of CreditCredit (including the additional Loans and the additional Letters of Credit made pursuant to Section 2.8(a)), shall not exceed the aggregate Commitments as of such dateAggregate Commitment, except at the Administrative Agent's ’s option, provided, that, ; provided that to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans and Letters of Credit exceed the aggregate CommitmentsAggregate Commitment, the Special Agent Advances that are in excess of the aggregate Commitments Aggregate Commitment (“Excess Special Agent Advances”) shall be for the sole account and risk of the Administrative Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Excess Special Agent Advances in excess of the such aggregate Commitments, or (c) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to the Issuing Lender in respect of any Obligations with respect to Letters of CreditAdvances. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the interest rate (including the Applicable Margin) then applicable to Base Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 4.7, each Each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent's ’s demand, in immediately available funds, the amount equal to such Lender's Commitment Percentage ’s Pro Rata Share of each such Special Agent AdvanceAdvance not to exceed such Lender’s Commitment. If such funds are not promptly made available to the Administrative Agent by such Lender, such Lender shall be deemed a Defaulting Lender and the Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the greater of the daily average of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each day during such period and if such amounts are not paid within three (3) days of the Administrative Agent's ’s demand, at the highest interest rate provided for in Section 4.1 applicable to Base Rate Loans.3.1

Special Agent Advances. The Administrative Agent may, at may in its option, sole discretion from time to time after the Conversion Date, at any time upon the occurrence and continuation of that an Event of Default exists or upon any other failure of a condition precedent to any of the Loans and Letters of Credit hereunderLoans, make such disbursements and advances (collectively, the "Special Agent Advances") which the Administrative Agent, in its sole discretion, (ai) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or of the Collateral, (bii) to enhance the likelihood of or maximize the amount of repayment by the Credit Parties of the Loans and other Obligations; provided, that and/or (i) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the additional Loans and Letters of Credit that the Administrative Agent and/or the Issuing Lender may make or provide as set forth in Section 12.10, shall not exceed an aggregate amount equal to ten percent (10%) of the aggregate Commitments as of such date without the prior written consent of the Required Agreement Lenders and (ii) the aggregate principal amount of the Special Agent Advances pursuant to this clause (b) outstanding as of any date of determination plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the aggregate Commitments as of such date, except at the Administrative Agent's option, provided, that, to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans and Letters of Credit exceed the aggregate Commitments, the Special Agent Advances that are in excess of the aggregate Commitments shall be for the sole account and risk of the Administrative Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the such aggregate Commitments, or (ciii) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of Documents, including without limitation, costs, fees and expenses and payments to expenses; provided, however, that the Issuing Lender in respect aggregate principal amount of Special Agent Advances outstanding at any Obligations with respect to Letters time shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000). Notwithstanding any provision of Credit. The the Loan Documents, Special Agent Advances shall be repayable on demand and together with with, all interest thereon shall constitute Obligations secured and shall be payable prior to the payment of interest and principal of all other Loans. The Commitments will, upon the making of such Special Agent Advances, and the obligations of the Lenders to fund such amounts, be increased by the Collateral. Pro Rata Share of each Lender of the amount of the Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunderAdvances. Interest on Special Agent Advances shall be payable at the interest rate (including the Applicable Margin) then applicable to Base Rate Loans Advances and shall be payable on demand. Without limitation of its obligations pursuant to Section 4.7, each Each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent's ’s demand, in immediately available funds, the amount equal to such Lender's Commitment Percentage ’s Pro Rata Share of each such Special Agent Advance. If such funds are not Advances which could otherwise be made available to as Special Agent Advances may be made, in the Administrative Agent by such Lender, such Lender shall be deemed a Defaulting Lender and the Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the Federal Funds Rate for each day during such period and if such amounts are not paid within three (3) days Permitted Discretion of the Administrative Agent's demand, at as an advance on the highest interest rate provided for in Section 4.1 applicable to Base Rate LoansRevolving Loan.