Common use of Agent Advances Clause in Contracts

Agent Advances. (i) Agent hereby is authorized by Borrower and Lenders, from time to time in Agents' discretion, (1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 have not been satisfied, to make Advances to Borrower on behalf of Lenders which Agents, in their reasonable business judgment, deem necessary or desirable, whether under clause (1) or (2) above, (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (C) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including costs, fees, and expenses described in Section 11.3 (any of the Advances described in this Section 1.1(d) being hereinafter referred to as "Agent Advances"); provided, that Agent shall not make any Agent Advances to Borrower without the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving Lenders.

Agent Advances. (i) Subject to the limitations set forth in this Section 10.4(f) but notwithstanding anything to the contrary contained in this Agreement (including under Section 12.4), Agent is hereby is authorized by Borrower Borrowers and Lenders, from time to time in Agents' Agent’s discretion, (1A) after during the occurrence existence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2B) at any time that any of the other applicable conditions precedent set forth in Section 2.1 Sections 4.1 or 2.2 4.2 have not been satisfied, to make Advances Loans to Borrower Borrowers on behalf of Lenders which AgentsAgent, in their reasonable business its judgment, deem deems necessary or desirable, whether under clause desirable (1) or (2) above, (A) to preserve or protect the Loan Collateral, or any portion thereof, (B2) to collect any of the Obligations, (3) to sell, liquidate, dispose of, or otherwise realize on, any of the Loan Collateral, (4) to preserve, interpret, enforce, or defend any rights or remedies of Agent, Lenders, or any of them, conferred by the Loan Documents, (5) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C6) to pay any other amount chargeable to Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees, fees and expenses as described in Section 11.3 12.5 (any of the Advances advances described in this Section 1.1(d10.4(f) being hereinafter referred to as "“Agent Advances"”); provided that the Requisite Lenders may at any time revoke Agent’s authorization contained in this Section 10.4(f) to make the Agent Advances, any such revocation to be in writing and to become effective prospectively upon Agent’s receipt thereof; and, provided, further, that Agent shall not make any Agent Advances for purposes described in clauses (1) through (5) above which would cause the Revolving Loan Availability to Borrower without the consent be a negative number greater than ($3,000,000). Agent shall promptly notify each Lender in writing of the Requisite Tranche A Revolving Lenders each such Agent Advance. Each Agent Advance will be evidenced solely by entries upon Agent’s books and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving Lenders.records;

Agent Advances. (i) Subject to the limitations set forth in the proviso contained in this Section 2.3(e), Agent hereby is authorized by Borrower Borrowers and the Lenders, from time to time in Agents' Agent's sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 3 have not been satisfied, to make Advances to Borrower Borrowers on behalf of the Lenders which Agentsthat Agent, in their reasonable business judgmentthe exercise of its Permitted Discretion, deem deems necessary or desirable, whether under clause (1) or (2) above, appropriate (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations, or (C) to pay any other amount chargeable to Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 11.3 10 (any of the Advances described in this Section 1.1(d2.3(e) being hereinafter referred to as "Agent Advances"); provided, however, that Agent at no time shall not make any the aggregate amount of outstanding Agent Advances to Borrower without under this Section 2.3(e) exceed the consent result of (1) the lesser of (A) $10,000,000, and (B) 10% of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if Borrowing Base then in effect, minus (2) the amount thereof would exceed $4,000,000 in of optional Overadvance Loans made by Agent to the aggregate at any one time. Any Advances made Borrowers pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving Lenders2.3(i).

Agent Advances. (ia) Subject to the limitations set forth in the provisos contained in this Section 2.18, Agent is hereby is authorized by Borrower Borrowers and Lenders, from time to time in Agents' Agent’s discretion, (1A) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2B) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article V have not been satisfied, to make Advances Revolving Facility Loans to Borrower Borrowers on behalf of Lenders which AgentsAgent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause desirable (1) or (2) above, (A) to preserve or protect the Collateral, or any portion thereof, (B2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other ABL Credit Obligations, or (C3) to pay any other amount chargeable to Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees, and expenses as described in Section 11.3 10.04 (any of the Advances advances described in this Section 1.1(d) 2.18 being hereinafter referred to as "Agent Advances"); providedprovided that (x) the Revolving Facility Credit Exposure after giving effect to any Agent Advance shall not exceed the Revolving Facility Commitment and (y) Agent Advances outstanding and unpaid at no time will exceed $10,000,000 in the aggregate, and provided further, that Agent shall not make any Agent Advances to Borrower without the consent of the Requisite Tranche A Revolving Required Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate may at any one time. Any Advances made pursuant to time revoke Agent’s authorization contained in this Section 1.1(d) shall 2.18 to make Agent Advances, any such revocation to be allocated on a pro rata basis in writing and to the Tranche A Revolving Lenders and the Tranche B Revolving Lendersbecome effective upon Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Agent is hereby is authorized by the Borrower and the Lenders, from time to time in Agents' the Agent’s sole discretion, (1A) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2B) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 10 have not been satisfied, to make Advances Base Rate Loans to the Borrower on behalf of the Lenders which Agentsthe Agent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause desirable (1) or (2) above, (A) to preserve or protect the Collateral, or any portion thereof, (B2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees, fees and expenses as described in Section 11.3 15.7 (any of the Advances advances described in this Section 1.1(d2.2(i) being hereinafter referred to as "“Agent Advances"”); provided, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof; and provided further that, subject to the final proviso of Section 13.2, the Agent shall not intentionally make any Agent Advances which would cause the Aggregate Revolver Outstandings to Borrower without exceed the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving LendersBorrowing Base.

Agent Advances. (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Agent is hereby is authorized by Borrower and the Lenders, from time to time in Agents' the Agent's sole discretion, (1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 10 have not been satisfied, to make Advances Revolving Loans to the Borrower on behalf of the Lenders which Agentsthe Agent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause (1) or (2) above, desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees, fees and expenses as described in Section 11.3 15.7 (any of the Advances advances described in this Section 1.1(d2.2(i) being hereinafter referred to as "Agent Advances"); provided, that the Required Lenders may at any time revoke the Agent's authorization contained in this Section 2.2(i) to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof; and provided further, that the Agent shall not make any Agent Advances for purposes described in clauses (B) and (C) above which would cause the Revolving Loans and Letters of Credit otherwise permitted to Borrower without the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would be outstanding under this Agreement to exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving Lenders135,000,000.

Agent Advances. (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(j)(i), the Agent is hereby is authorized by Borrower the Borrowers and the Lenders, from time to time in Agents' the Agent's discretion, (1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 9 have not been satisfied, to make Advances Revolving Loans to Borrower the Borrowers on behalf of the Lenders which Agentsthe Agent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause (1) or (2) above, desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees, fees and expenses as described in Section 11.3 14.6 (any of the Advances advances described in this Section 1.1(d2.2(j)(i) being hereinafter referred to as "Agent Advances"); provided, that the Agent shall not make any Agent Advances Advance to any Borrower without the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate lesser of Availability or Individual Availability with respect to such Borrower on the Funding Date applicable thereto; and provided, further, that the Majority Lenders may at any one time. Any Advances made pursuant to time revoke the Agent's authorization contained in this Section 1.1(d2.2(j)(i) shall to make Agent Advances, any such revocation to be allocated on a pro rata basis in writing and to become effective upon the Tranche A Revolving Lenders and the Tranche B Revolving LendersAgent's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Agent is hereby is authorized by the Borrower and the Lenders, from time to time in Agents' the Agent's sole discretion, (1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 10 have not been satisfied, to make Advances Revolving Loans to the Borrower on behalf of the Lenders which Agentsthe Agent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause (1) or (2) above, desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees, fees and expenses as described in Section 11.3 15.7 (any of the Advances advances described in this Section 1.1(d2.2(i) being hereinafter referred to as "Agent Advances"); provided, that the Majority Lenders may at any time revoke the Agent's authorization contained in this Section 2.2(i) to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof, and provided, further, that at no time shall not the Agent make any an Agent Advance in an amount that would result in (1) Availability at such time being exceeded by $3.5 million or more, (2) total Agent Advances to Borrower without outstanding at such time exceeding $10.0 million or (3) Aggregate Revolver Outstandings exceeding the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving LendersMaximum Revolver Amount.

Agent Advances. (i1) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Agent is hereby is authorized by Borrower and the Lenders, from time to time in Agents' the Agent's sole discretion, (1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 10 have not been satisfied, to make Advances Revolving Loans to the Borrower on behalf of the Lenders which Agentsthe Agent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause (1) or (2) above, desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees, fees and expenses as described in Section 11.3 15.7 (any of the Advances advances described in this Section 1.1(d2.2(i) being hereinafter referred to as "Agent Advances"); provided, that the Required Lenders may at any time revoke the Agent's authorization contained in this Section 2.2(i) to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof; and provided further, that the Agent shall not make any Agent Advances for purposes described in clauses (B) and (C) above which would cause the Loans and Letters of Credit otherwise permitted to Borrower without the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would be outstanding under this Agreement to exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis to the Tranche A Revolving Lenders and the Tranche B Revolving Lenders.135,000,000

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by Borrower the Borrowers and the Lenders, from time to time in Agents' the Agent’s sole discretion, (1A) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (2B) at any time that any of the other applicable conditions precedent set forth in Section 2.1 or 2.2 Article 8 have not been satisfied, to make Advances Base Rate Loans to Borrower the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $15,000,000 (but not to exceed in the aggregate, together with all of the Revolving Loans outstanding, the Maximum Revolver Amount or, together with all of the Out-of-Formula Loans pursuant to Section 1.2(i) outstanding, $20,000,000) for a period not to exceed thirty (30) continuous days, which AgentsAgent, in their its reasonable business judgment, deem deems necessary or desirable, whether under clause desirable (1) or (2) above, (A) to preserve or protect the Collateral, or any portion thereof, (B2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C3) to pay any other amount chargeable to Borrower the Borrowers pursuant to the terms of this Agreement, including costs, fees, fees and expenses as described in Section 11.3 14.7 (any of the Advances described in this Section 1.1(d) being hereinafter such advances are herein referred to as "“Agent Advances"”); provided, provided that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall not make any become effective prospectively upon the Agent’s receipt thereof. The Agent Advances to Borrower without the consent of the Requisite Tranche A Revolving Lenders and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any one time. Any Advances made pursuant to this Section 1.1(d) shall be allocated on a pro rata basis secured by the Agent’s Liens in and to the Tranche A Revolving Lenders Collateral and the Tranche B Revolving Lendersshall constitute Base Rate Loans and Obligations hereunder.