Common use of Additional Loans Clause in Contracts

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (i) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections Section 12.11(a)(i) and or (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal aggregate amount equal to ten (10%) percent of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and Credit, (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5c) consecutive days thereafter before further such additional Loans may be the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made at pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the end of such ninety (90) day periodMaximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, ; except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent Co-Collateral Agents may deem necessary or advisable in its their discretion, ; provided, that: that (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 14.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to seven and one-half (7.5%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or lesser of (i) the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) the Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety forty-five (9045) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or and Issuing Banks shall not provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Banks may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent or Issuing Banks may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 10.0 million outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations aggregate Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit such Lender’s Revolving Commitment and (iib) no without the consent of all Lenders, Administrative Agent shall not make any such additional Loan Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Loan Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Revolving Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations Obligations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Covenant Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total amount set forth in Section 2.1(a) hereof (the “Borrowing Base, in each case”), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the amount equal to ten percent (10%) of the Borrowing Base at the time and shall not cause the total outstanding principal amount of the Loans and Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 7,500,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. The Administrative Agent and the Swingline Lender shall not make any Loans or provide and the Issuing Lender shall not issue any Letter of Credit Accommodations to any the Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans Loan or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter Letters of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, from and after the Conversion Date, the Administrative Agent may make such additional Revolving Credit Loans or the Issuing Lender may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Credit Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as the Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the sum of (i) the total principal amount of the additional Revolving Credit Loans or additional Letter Letters of Credit Accommodations to any the Borrower which that the Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal and the Letters of Credit equals or exceed exceeds the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus (ii) the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(b) and (ii) hereof then outstanding, outstanding as of any date of determination shall not exceed $75,000,000 an 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 shall not cause (A) the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum aggregate Commitments as of such date or (B) the outstanding Letters of Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit L/C Commitment and (iib) no such additional Revolving Credit Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Credit Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Agreement Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Commitment Percentage of any such additional Revolving Credit Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke in accordance with the authority applicable Sections of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeAgreement.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or Issuing Bank may provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Obligations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to any Borrower exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, such Borrower as Administrative such Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any such Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, such Borrower shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary 126 or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 5,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans to exceed the Borrowing Base or make any Revolving Loans or provide any Letter of Credit Accommodations intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or intentionally and with actual knowledge that such Revolving Loans will cause the total outstanding Revolving Loans to exceed the Borrowing Base and Agent may make such additional Revolving Loans and provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans which Agent may make after obtaining actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base and the additional Revolving Loans and additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to the lesser of $75,000,000 10,000,000 or ten (10%) percent of the Maximum Credit outstanding at any time and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter Letters of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five percent (5%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Loans or nor shall Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans Loan or Letter of Credit Accommodations would cause: (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations U.S. Borrower Outstandings to exceed the Tranche A lesser of the U.S. Borrowing Base and or the Maximum Credit minus Canadian Borrower Outstandings (a “U.S. Overadvance”); or (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Canadian Borrower Outstandings to exceed the Total least of (i) the Canadian Borrowing Base, in each case(ii) the Canadian Credit Limit, or (iii) the Maximum Credit minus the U.S. Borrower Outstandings (a “Canadian Overadvance”), without the prior consent of all Lenders, except, that, Administrative unless its authority has been revoked in writing by the Required Lenders, Agent may make such additional Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base a U.S. Overadvance or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Basea Canadian Overadvance, as Administrative Agent may deem necessary or advisable in its discretion, provided, ; provided that: : (a) the sum of (i) the total aggregate principal amount of the additional Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative that Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal such U.S. Overadvance or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, Canadian Overadvance plus (ii) the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 13.12(a) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total aggregate amount equal to ten percent (10%) of the Maximum Credit; (b) the sum of (i) the aggregate outstanding principal amount of the Loans and Letter Letters of Credit Accommodations (including the additional Loans or additional Letters of Credit made pursuant to this Section 13.9), plus (ii) the amount of Special Agent Advances made pursuant to Section 13.12(a) hereof then outstanding, shall not exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and Credit; and (iic) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), in each case, except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, Bases plus the amount of Special Administrative Agent Advances made pursuant to Sections Section 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrower to exceed the Total Borrowing Base, in each caseBase of Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 7,500,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all the Required Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Aggregate Revolving Commitment Amounts and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations Obligations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Aggregate Revolving Commitment Amounts and (iib) no such additional Revolving Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. The Administrative Agent and the Swingline Lender shall not make any Loans or provide and the Issuing Lender shall not issue any Letter of Credit Accommodations to any the Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans Loan or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans (other than Additional Credit Loans) and Letter Letters of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, from and after the Conversion Date, the Administrative Agent may make such additional Revolving Credit Loans or the Issuing Lender may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Credit Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans (other than the Additional Credit Loans) and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as the Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the sum of (i) the total principal amount of the additional Revolving Credit Loans or additional Letter Letters of Credit Accommodations to any the Borrower which that the Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal (other than the Additional Credit Loans) and the Letters of Credit equals or exceed exceeds the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus (ii) the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 13.12(b) and (ii) hereof then outstanding, outstanding as of any date of determination shall not exceed $75,000,000 an amount equal to ten percent (10%) of the aggregate Commitments (other than the Additional Credit Commitment) as of such date without the prior written consent of the Required Agreement Lenders and shall not cause (A) the total principal amount of the Loans (other than the Additional Credit Loans) and Letter Letters of Credit Accommodations to exceed the Maximum aggregate Commitments (other than the Additional Credit Commitment) as of such date or (B) the Tranche A Loans outstanding Letters of Credit to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit L/C Commitment and (iib) no such additional Revolving Credit Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Credit Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Agreement Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Commitment Percentage of any such additional Revolving Credit Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke in accordance with the authority applicable Sections of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeAgreement.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent No Loan shall not make any Loans or provide be made nor shall any Letter of Credit Accommodations be provided to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans Loan or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Total Outstandings to exceed the Tranche A lesser of (i) the Borrowing Base and (bii) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing BaseAggregate Commitment (such excess, in each casean “Overadvance”), without the prior consent of all of the Lenders, except, that, notwithstanding anything to the contrary contained herein and unless its authority has been revoked in writing by the Required Lenders or an Event of Default shall have occurred and be continuing (other than as a result of such Overadvance), the Administrative Agent may make require the Lenders to honor requests for such additional Loans or the Issuing Lender may provide such additional Letter Letters of Credit Accommodations on behalf of LendersCredit, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Basean Overadvance, as the Administrative Agent may deem necessary or advisable in its discretion, provided, ; provided that: : (i) the total aggregate principal amount of the all additional Loans or and additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent that may make be made or provide provided after obtaining such actual knowledge that of such Overadvance shall not exceed the lesser of (A) five percent (5%) of the Aggregate Commitment and (B) $7,500,000; (ii) the sum of (A) the aggregate outstanding principal amount of the Loans equal or exceed and Letters of Credit (including the Tranche A Borrowing Base or the Total Borrowing Base, as applicableadditional Loans and additional Letters of Credit made pursuant to this Section 2.8(a)), plus (B) the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 2.8(b) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and Aggregate Commitment; and (iiiii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety forty-five (9045) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), in each case, except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent provide the amount of its Pro Rata Share of any such additional Loans or Letter Letters of Credit Accommodationspursuant to the terms of this Agreement. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future Such additional Loans pursuant and Letters of Credit shall bear interest at the interest rate then applicable to this Section 12.8 at Base Rate Loans (including any timeDefault Rate, if then applicable).

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each casesuch Borrower, without the prior consent of all Lenders, ; except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Basesuch Borrower, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 14.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to seven and one-half (7 1/2%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount Dollar Amount of the total outstanding Loans and Letter of Credit Accommodations Obligations to exceed the Total U.S. Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Obligations to exceed the Total U.S. Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount Dollar Amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount Dollar Amount of the Loans and Letter of Credit Obligations equal or exceed the Tranche A Borrowing Base or the Total U.S. Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten percent (10%) of the Maximum Credit and shall not cause the total principal amount Dollar Amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each caseAvailability, without the prior consent of all of the Lenders, exceptEXCEPT, thatTHAT, Administrative Agent may make Loans in connection with any Letter of Credit Accommodations in such circumstances and Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, Availability as Administrative Agent may deem necessary or advisable in its discretion, providedPROVIDED, thatTHAT: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal equals or exceed the Tranche A Borrowing Base or exceeds the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, Availability shall not exceed $75,000,000 and shall not cause the total principal amount ten (10%) percent of the Total Availability at the time, but in no event shall such additional Loans and or additional Letter of Credit Accommodations to exceed $3,500,000 in the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit aggregate outstanding at any time, and (iib) no without the consent of all of the Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made Accommodations each time Agent shall make or issued (as provide the case may be)same, except as the Required Tranche A LendersPROVIDED, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for THAT, at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of any time within any such ninety (90) day periodperiod commencing on the date of the first such additional Loans or Letter of Credit Accommodations, the Loans or Letter of Credit Accommodations do not exceed the Total Availability for thirty (30) days then such ninety (90) day period shall cease and recommence upon the next time that Agent may make such additional Loans or provide such additional Letter of Credit Accommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.14.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or 118 additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total amount set forth in Section 2.1(a) hereof (the “Borrowing Base, in each case”), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total Borrowing Base, in each caseBase of Borrowers, without the prior consent of all Lenders, except, that, Administrative except that Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, Borrowers as Administrative such Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that pursuant to this Section 12.8 shall not cause the aggregate outstanding principal amount of such additional Loans and Letter of Credit Accommodations, together with the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(a) and hereof, to exceed the amount equal to ten (ii10%) hereof then outstanding, shall not exceed $75,000,000 percent of the lesser of the Revolving Loan Limit or the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or Revolving Loan Limit, (b) without the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued Accommodations and (as c) upon the case may be), except as the written request of Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no Agent shall cease making such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end or Letter of such ninety (90) day periodCredit Accommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative , provided, that, Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, in each caseBase of Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 11,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Revolving Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Loan Revolving Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of 116 Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 10.0 million outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the Tranche A Maximum consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loans, Swingline Loans, or Letters of Credit more than sixty (60) days from the date of the first such additional Revolving Loans, Swingline Loans, or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Letters of Credit and (iic) no the Required Lenders may at any time prospectively revoke the Administrative Agent’s authorization to make such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.18.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, exceptEXCEPT, thatTHAT, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, providedPROVIDED, thatTHAT: (ia) the total principal amount of the additional Loans or additional Letter of 119 Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus together with the then outstanding principal amount of the Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstandingAdvances, shall not at any time exceed in the aggregate $75,000,000 15,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount Bases of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, Borrowers shall not exceed the aggregate amount equal to $75,000,000 10,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date of such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. The Administrative Agent and the Issuer shall not make any Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate outstanding principal amount of the total outstanding Tranche A Revolving Loans and Total Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, except that, the Administrative Agent may make such additional Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as the Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter Letters of Credit Accommodations to any Borrower which the Administrative Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) Section 2.1.1 hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) percent of the Borrowing Base and shall not cause the total aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations Outstandings to exceed the Maximum Total Commitment Amount, (b) the aggregate outstanding principal amount of the Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.21 may make or provide plus the Tranche A aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all the Borrowers at any one time shall not exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Commitment Amount and (iic) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any the Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any the Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 7,000,000 outstanding at any time less the then Outstanding Amount of any Special Agent Advances and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) if so requested by the Tranche A Maximum Credit Required Lenders by written notice to the Administrative Agent and the Borrower, the Administrative Agent shall cease to provide any such additional Revolving Loans, Swingline Loans or Letters of Credit, and, within 3 Business Days after any such written notice, any such amounts outstanding in respect of such excess shall become due (or, in the Tranche A-1 case of any such Letters of Credit, Swingline Loans and, to exceed the Tranche A-1 Maximum Credit extent required thereafter, Revolving Loans selected by the Borrower shall be prepaid in the amount of such excess, or, if no Loans are then outstanding, LC Exposure shall be Cash Collateralized in the amount of such excess in accordance with Section 2.13(j)) and (iic) no without the consent of all Lenders, the Administrative Agent shall not permit any such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation is were made or issued (issued, as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Credit; provided that the Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time9.13.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each caseBorrowers, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: : (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 10.0 million outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the Tranche A Maximum consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loans, Swingline Loans, or Letters of Credit more than sixty (60) days from the date of the first such additional Revolving Loans, Swingline Loans, or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Letters of Credit and (iic) no the Required Lenders may at any time prospectively revoke the Administrative Agent’s authorization to make such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, ; except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrowers to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, exceptEXCEPT, thatTHAT, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrowers to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion; PROVIDED, provided, thatTHAT: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.1l(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 6,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 an amount equal to ten (10%) percent of the Borrowing Base at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or less the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit US Dollar Amount of all Foreign Advances outstanding at such time and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and UK Borrowers (bcollectively) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each caseBase of UK Borrowers or any US Borrower to exceed the Borrowing Base of such US Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base UK Borrowers (collectively) or cause total outstanding Loans and Letter of Credit Accommodations any US Borrower to exceed the Total Borrowing BaseBase of UK Borrowers or such US Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.1 l(a)(iii) hereof then outstanding, shall not exceed $75,000,000 the lesser of (i) an amount equal to ten (10%) percent of the Borrowing Base at any time, and (ii) an aggregate amount equal to the US Dollar Equivalent of US$4,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit $50,000,000 and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each caseBorrower, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit such Lender’s Revolving Commitment and (iib) no without the consent of all Lenders, Administrative Agent shall not make any such additional Loan Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Loan Revolving Loans, Swingline Loans, or Letter letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and to exceed the Borrowing Base or make any Revolving Loans or provide any Letter of Credit Accommodations to exceed the Tranche A Borrowing Base intentionally and (b) with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or intentionally and with actual knowledge that such Revolving Loans will cause the total outstanding Revolving Loans to exceed the Borrowing Base and Agent may make such additional Revolving Loans and provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans which Agent may make after obtaining actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base and the additional Revolving Loans and additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to the lesser of $75,000,000 10,000,000 or ten (10%) percent of the Maximum Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Loan Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Revolving Loan Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Loan Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) percent of the Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Loan Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative if a Default or Event of Default exists or has occurred and is continuing, Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(a)(ii) and (ii) hereof then outstanding, shall not exceed the aggregate amount outstanding at any time that is equal to the lesser of (i) $75,000,000 10,000,000 and (ii) the amount equal to ten (10%) percent in excess of the Borrowing Base at such time any such Loan is made or such Letter of Credit Accommodation is provided and shall not cause the total principal amount of the Loans Loan and Letter of Credit Accommodations Accommodation to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each 105 Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to Borrowers to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to Borrowers to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ilxv) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to one hundred five(105%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iilxvi) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 10,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or ---------------- provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make ------ ---- such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrowers to exceed the Total Borrowing BaseBase (an "Over-Advance"), as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the -------- ---- additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base shall not (i) exceed, when taken together with Special Agent Advances, the lesser of (A) $20,000,000 or (B) six and one-half (6 1/2%) percent of the Total Borrowing BaseValue of Eligible Inventory at any time outstanding in the aggregate, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after from the date such additional Revolving Loan or Letter of Credit Accommodation is was made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Revolving Loan Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.12.8. 120

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations all Borrowers to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after 123 obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 10,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date that the first such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no agree, provided, that, in the event that at any time after any such additional Loan or Letter of Credit Accommodation is made or provided, the Loans may exist or Letter of Credit Accommodations do not exceed the Borrowing Base for at least five ten (510) consecutive days thereafter before further such additional Loans may be made at the end of days, then such ninety (90) day periodperiod shall cease and recommence upon the next time that Agent may make such additional Loans or provide such additional Letter of Credit Accommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base or the Export-Related Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Non-Exim Revolving Loans or provide such additional Non-Exim Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations will cause the total outstanding Tranche A Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Non-Exim Revolving Loans or Non-Exim additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections Section 12.11(a)(i) and (iia)(ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal lesser of (x) an amount equal to ten percent (10%) of the Borrowing Base at any time or (y) the Maximum Revolving Credit less the outstanding amount of the all Exim Revolving Loans and Exim Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Non-Exim Revolving Loan or Non-Exim Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Non-Exim Revolving Loan or Non-Exim Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to all Borrowers to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableshall not exceed the aggregate amount equal to ten (10%) of the Borrowing Base, (b) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Borrowing Base, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iic) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative The Agent and the Issuer shall not make any Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate outstanding principal amount of the total outstanding Tranche A Revolving Loans and Total Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, except that, Administrative the Agent may make such additional Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative the Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative the Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) Section 2.1.1 hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) percent of the Borrowing Base and shall not cause the total aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations Outstandings to exceed the Maximum Total Commitment Amount, (b) the aggregate outstanding principal amount of the Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the Tranche A aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all the Borrowers at any one time shall not exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Commitment Amount and (iic) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative the Agent the amount of its Pro Rata Share Percentage of any such additional Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, except that Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to any Borrower exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, such Borrower as such Administrative Agent may deem necessary or advisable in its discretion, provided, provided that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any such Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, such Borrower shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iib) no without the consent of all Lenders, Administrative Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional 84 87 Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Accommodations provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Tranche A Lenders and Tranche B Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations any Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, Tranche A Lenders and Tranche B Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations any Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: so long as (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any a Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(i)(B) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 7,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Eligible Working Capital and (iib) no Agent shall not make any such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date of the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be)Accomadation pursuant to this Section 12.8, except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Tranche A Lender shall and Tranche B Lender shall, subject to Section 2.3 hereof, be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.”

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations each Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations each Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(iii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to the US Dollar Equivalent of US$2,850,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base or the Export-Related Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Non-Exim Revolving Loans or provide such additional Non-Exim Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations will cause the total outstanding Tranche A Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Non-Exim Revolving Loans or Non-Exim additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections Section 12.11(a)(i) and (iia)(ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal lesser of (x) an amount equal to ten percent (10%) of the Borrowing Base at any time or (y) the Maximum Revolving Credit less the outstanding amount of the all Exim Revolving Loans and Exim Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.102

Additional Loans. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any the Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any the Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 12.5 million outstanding at any time less the then Outstanding Amount of any Special Agent Advances and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) if so requested by the Tranche A Maximum Credit Required Lenders by written notice to the Administrative Agent and the Borrower, the Administrative Agent shall cease to provide any such additional Revolving Loans, Swingline Loans or Letters of Credit, and, within 3 Business Days after any such written notice, any such amounts outstanding in respect of such excess shall become due (or, in the Tranche A-1 case of any such Letters of Credit, Swingline Loans and, to exceed the Tranche A-1 Maximum Credit extent required thereafter, Revolving Loans selected by the Borrower shall be prepaid in the amount of such excess, or, if no Loans are then outstanding, LC Exposure shall be cash collateralized in the amount of such excess in accordance with Section 2.13(j)) and (iic) no without the consent of all Lenders, the Administrative Agent shall not permit any such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date of such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Credit; provided that the Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time9.13.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations would cause (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Borrowing Base Loans and Letter of Credit Borrowing Base LC Accommodations to exceed the Tranche A Borrowing Base and Loan Limit of such Borrower or (b) would cause the aggregate amount of the total outstanding Loans and or Letter of Credit Accommodations to exceed the Total Borrowing BaseMaximum Credit, in each case, without the prior consent of all of the Lenders, except, that, Administrative (i) Lenders shall make the Supplemental Loans and Supplemental LC Accommodations to Borrowers in accordance with Section 3.3 hereof and (ii) Agent may make Borrowing Base Loans in connection with any Borrowing Base LC Accommodations in such circumstances and Agent may make such additional Borrowing Base Loans or provide such additional Letter of Credit Borrowing Base LC Accommodations on behalf of Lenders, Lenders intentionally and with actual knowledge that such Borrowing Base Loans or Letter of Credit Borrowing Base LC Accommodations will cause the total outstanding Tranche A Revolving Borrowing Base Loans and Letter of Credit Borrowing Base LC Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter Loan Limit of Credit Accommodations to exceed the Total Borrowing Base, such Borrower as Administrative Agent may deem necessary or advisable in its discretiondiscretion (“Additional Loans”), provided, that: (iA) the total principal amount of the additional Borrowing Base Loans or additional Letter of Credit Borrowing Base LC Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base Loans equals or exceeds the Total Borrowing BaseBases of Borrowers shall not exceed ten (10%) percent of the Borrowing Bases of Borrowers at the time, as applicable, but in no event shall such additional Borrowing Base Loans or additional Borrowing Base LC Accommodations plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(ifor the purposes set forth in Section 12.12(a)(ii) at any time outstanding exceed $2,000,000 in the aggregate outstanding at any time, and (iiB) hereof then outstandingwithout the consent of Majority Lenders, Agent shall not exceed $75,000,000 and shall not cause make any such additional Borrowing Base Loans or Borrowing Base LC Accommodations more than six (6) Business Days from the total principal amount date of the first such additional Borrowing Base Loans and Letter or Borrowing Base LC Accommodations each time Agent shall make or provide the same, provided, that, at any time within any such six (6) Business Day period commencing on the date of Credit the first such additional Borrowing Base Loans or Borrowing Base LC Accommodations, the Borrowing Base Loans or Borrowing Base LC Accommodations to do not exceed the Maximum Credit or Borrowing Base Loan Limit of such Borrower then such six (6) Business Day period shall cease and recommence upon the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no next time that Agent may make such additional Loan Borrowing Base Loans or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date provide such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodBorrowing Base LC Accommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Borrowing Base Loans or Letter Borrowing Base LC Accommodations provided that Agent is acting in accordance with the terms of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.14.

Additional Loans. The Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent Agent, which notice shall not make any Loans or provide any Letter of Credit Accommodations be irrevocable once given; provided, however, that after giving effect to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause increases the aggregate amount of the total outstanding Tranche A Revolving Loans shall not exceed $300,000,000. Each such increase in the Loans must be in an aggregate minimum amount of $50,000,000 and Letter integral multiples of Credit Accommodations $10,000,000 in excess thereof (or such other amounts as may be acceptable to exceed the Tranche A Borrowing Base Administrative Agent and (b) would cause the aggregate Borrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the total outstanding Loans and Letter of Credit Accommodations Loan such Lender is willing to exceed provide. If a Lender fails to deliver any such notice to the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make within such time period, then such Lender shall be deemed to have declined to provide an additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause Loan. If the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (i) the total aggregate principal amount of the additional Loans or the Lenders are willing to provide is less than the aggregate principal amount of additional Letter of Credit Accommodations to any Borrower which Loans requested by the Borrowers, then the Administrative Agent may make approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide after obtaining a new Loan, and any new Lender becoming a party to this Agreement in connection with any such actual knowledge requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans and (y) on the requested date of the borrowing of Base Rate Loans,and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeLender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to all Borrowers to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable(b) shall not exceed the aggregate amount equal to ten (10%) of the Borrowing Base, the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Borrowing Base, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iic) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter available to Borrower as of Credit Accommodations to exceed such time based on the Total Borrowing Base, lending formulas set forth in each caseSection 2.1(a), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Baseamount of the Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1(a), as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant the Loans available to Sections 12.11(a)(iBorrower as of such time based on the lending formulas set forth in Section 2.1.(a) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 2,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Administrative Agent shall not make any such additional Loan Revolving Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Loan Revolving Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Accommodations provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 5,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(a)(ii) and (ii) hereof then outstanding, shall not cause the total of all outstanding Loans and Letter of Credit Accommodations to exceed $75,000,000 the amount of the Revolving Loans and Letter of Credit Accommodations available to Borrower hereunder by more than five percent (5%) of such amount and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan Revolving Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent and the Issuer shall not make any Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate outstanding principal amount of the total Loans and Total Letter of Credit Outstandings to exceed the Borrowing Base or the aggregate outstanding Tranche A principal amount of the Revolving Loans and Total Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each casecase except as set forth in Section 10.1 hereof, without the prior consent of all Lenders, except, except that, Administrative Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) Section 2.1.1 hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) percent of the Borrowing Base and shall not cause the total aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations Outstandings to exceed the Maximum Credit, (b) the aggregate outstanding principal amount of the Revolving Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the Tranche A aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all Borrowers at any time shall not exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iic) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Loan Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each casesuch Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Basesuch Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the aggregate sum of the Revolving Loan Limits for all Borrowers and shall not cause the total principal amount of the Revolving Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or aggregate sum of the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limits for all Borrowers and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, exceptEXCEPT, thatTHAT, Administrative Agent may make such additional Revolving Loans or provide such 110 additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, providedPROVIDED, that: THAT: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal and Letter of Credit Accommodations equals or exceed exceeds the Tranche A Borrowing Base or limits set forth above (an "Overadvance") shall not: (i) exceed, when taken together with the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to described in Sections 12.11(a)(i) and or (ii), the aggregate principal amount of $2,000,000 outstanding at any one time; or (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or cause the Tranche A total principal amount of Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and Revolving Loan Limit; and (iib) no such additional Loan Revolving Loans or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Revolving Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Loan Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, in each caseBase of Borrower, without the prior consent of all Revolving Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 7,500,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iib) no without the consent of all Revolving Lenders, Agent shall not make any such additional Loan Revolving Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Loan Revolving Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent and the Issuer shall not make any Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate outstanding principal amount of the total outstanding Tranche A Revolving Loans and Total Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base and (b) would cause Base, the aggregate outstanding principal amount of the total outstanding Revolving A Loans and Total Letter of Credit Accommodations Outstandings to exceed the Total Borrowing BaseBase A or the aggregate outstanding principal amount of the Revolving B Loans to exceed the Borrowing Base B, in each casecase except as set forth in Section 10.1 hereof, without the prior consent of all Lenders, except, except that, Administrative Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Outstandings to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) Section 2.1.1 hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to five (5%) percent of the Borrowing Base and shall not cause the total aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations Outstandings to exceed the Maximum Credit, (b) the aggregate outstanding principal amount of the Revolving Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the Tranche A aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all Borrowers at any time shall not exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iic) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Revolving Loan Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving A Loan Lender or Revolving B Loan Lender, as applicable, shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit. The Required Lenders may by written notice to Administrative Agent revoke For purposes of this Section 10.20, if, as of the authority of Administrative Agent to make future date any additional Revolving Loans are made pursuant to this Section 12.8 at 10.20, the then outstanding principal amount of the Revolving B Loans plus the then outstanding principal amount of Special Agent Advances is less than the Revolving B Loan Formula Amount, such additional Revolving Loans shall be deemed to constitute Revolving B Loans to the extent that such additional Revolving Loans, together with the then outstanding principal amount of the Revolving B Loans and the then outstanding principal amount of Special Agent Advances is less than or equal to the Revolving B Loan Formula Amount, and if, as of the date of any timesuch additional Revolving Loans are made pursuant to this Section 10.20, the then outstanding principal amount of the Revolving B Loans plus the then outstanding principal amount of Special Agent Advances plus the then outstanding principal amount of any such additional Revolving Loans made pursuant to this Section 10.20 equals the Revolving B Loan Formula Amount, such additional Revolving Loans made pursuant to this Section 10.20 in excess of the Revolving B Loan Formula Amount shall be deemed to constitute Revolving A Loans.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower the Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit such Lender’s Revolving Commitment, and (iib) no without the consent of all Lenders, Administrative Agent shall not permit any such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date of such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableof Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Borrowing Base and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Loans or an Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter Letters of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans, Swing Line Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total aggregate principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative that Agent may make or Issuing Bank provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableshall not cause such additional Loans and Letters of Credit, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 14.11(a)(ii) hereof then outstanding, shall not to exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the then most current Borrowing Base available to Agent as of the date such additional Loans are made or Letters of Credit provided and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with 125 actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(a) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause (x) an amount equal to ten (10%) percent of the total principal Borrowing Base at any time, or (y) the Maximum Revolving Credit less the US Dollar Amount of all Foreign Advances outstanding at such time; provided that the aggregate amount of the Loans and all Revolving Loans, Letter of Credit Accommodations to and Special Agent Advances shall not exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Borrowing Base at any time in effect by more than $7,500,000 unless and until Fortress has provided its prior written consent and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Loans or an Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter Letters of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Tranche A Loans or an Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans Tranche A Loans, Swing Line Loan or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (ia) the total principal amount of the additional Tranche A Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections Section 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Tranche A Borrowing Base and shall not cause the total principal amount of the Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Tranche A Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Tranche A Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Tranche A Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Tranche A Loans or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeCredit.

Additional Loans. The Borrowers shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans by providing written notice to the Administrative Agent Agent, which notice shall not make any Loans or provide any Letter of Credit Accommodations be irrevocable once given; provided, however, that after giving effect to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause increases the aggregate amount of the total outstanding Tranche A Revolving Loans shall not exceed $300,000,000. Each such increase in the Loans must be in an aggregate minimum amount of $50,000,000 and Letter integral multiples of Credit Accommodations $10,000,000 in excess thereof (or such other amounts as may be acceptable to exceed the Tranche A Borrowing Base Administrative Agent and (b) would cause the aggregate Borrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the total outstanding Loans and Letter of Credit Accommodations Loan such Lender is willing to exceed provide. If a Lender fails to deliver any such notice to the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make within such time period, then such Lender shall be deemed to have declined to provide an additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause Loan. If the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (i) the total aggregate principal amount of the additional Loans or the Lenders are willing to provide is less than the aggregate principal amount of additional Letter of Credit Accommodations to any Borrower which Loans requested by the Borrowers, then the Administrative Agent may make approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increase in the Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide after obtaining a new Loan, and any new Lender becoming a party to this Agreement in connection with any such actual knowledge requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans, and (y) on the requested date of the borrowing of Base Rate Loans, and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any timeLender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Revolving Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Revolving Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower the Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Revolving Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit such Lender’s Revolving Commitment, and (iib) no without the consent of all Lenders, Administrative Agent shall not permit any such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date of such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrowers to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no 116 such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations or B/A Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Revolving Loans, Letter of Credit Accommodations (a) or B/A Accommodations would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Loans, Letter of Credit Accommodations and B/A Accommodations to Borrower to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations or B/A Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Revolving Loans, Letter of Credit Accommodations or B/A Accommodations will cause the total outstanding Tranche A Revolving Loans and Loans, Letter of Credit Accommodations and B/A Accommodations to Borrower to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations or B/A Accommodation to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans Loan, Letter of Credit Accommodation and B/A Accommodation to exceed the Maximum Credit; and (b) no such additional Revolving Loans, Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche B/A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Loan or Revolving Loan, Letter of Credit Accommodation or B/A Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Revolving Loans, Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations or B/A Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to any Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations any Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any a Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to $75,000,000 7,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no Agent shall not make any such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date of the first such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be)pursuant to this Section 12.8, except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall shall, subject to Section 2.3 hereof, be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations such Borrower to exceed the Total Borrowing BaseBase of such Borrower, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicableBases of Borrowers, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, in each case, without the prior consent of all Revolving Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations Borrower to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(iSection 12.11(a)(ii) and (ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Revolving Loan Limit and shall not cause the total principal amount of the Loans Loan and Letter of Credit Accommodations Accommodation to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no such additional Loan Revolving Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Revolving Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Revolving Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations Obligations to Borrowers to exceed the Total sum of the Tranche A Borrowing Base and the Tranche B Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to Borrowers to exceed the sum of the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Tranche B Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the sum of the Tranche A Borrowing Base or and the Total Tranche B Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to $75,000,000 5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Obligations to exceed the Maximum Credit or the Tranche A Loans to exceed sum of the Tranche A Maximum Credit or and the Tranche A-1 Loans to exceed the Tranche A-1 B Maximum Credit and (iib) no such additional Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety thirty (9030) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), with five (5) days thereafter during which no such new Loans or Letters of Credit are made or exist, except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letters of Credit provided that Agent is acting in accordance with the terms of this Section 12.17. (x) By deleting Section 13.1(a) of the Loan Agreement and by substituting in lieu thereof the following: (a) This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect, (i) with respect to the Tranche A Loans, for a term ending on May 27, 2017 (the "Tranche A Maturity Date") and (ii) with respect to the Tranche B Loans, for a term ending on the earlier to occur of (x) August ___, 2015 and (y) the first day of the calendar month after which Borrowers deliver written notice to Agent of Borrowers' desire to terminate the Tranche B Commitments(the "Tranche B Maturity Date"), unless sooner terminated pursuant to the terms hereof. Upon the effective date of termination of the Financing Agreements, Borrowers shall pay to Agent, in full, all outstanding and unpaid Obligations and shall furnish cash collateral to Agent in such amounts as Agent determines are reasonably necessary to secure Agent and Lenders from loss, cost, damage or expense, including reasonable attorneys' fees actually incurred and legal expenses, in connection with any contingent Obligations, including issued and outstanding Letters of Credit and checks or other payments provisionally credited to the Obligations and/or as to which Agent or any Lender has not yet received final and indefeasible payment and any continuing obligations of Agent or any Lender pursuant to any Deposit Account Control Agreement. The amount of such cash collateral (or letter of credit, as Agent may determine) as to any Letter of Credit AccommodationsObligations shall be in the amount equal to one hundred five (105%) percent of the amount of the Letter of Credit Obligations plus the amount of any fees and expenses payable in connection therewith through the end of the latest expiration date of the Letters of Credit giving rise to such Letter of Credit Obligations. The Required Lenders may Such payments in respect of the Obligations and cash collateral shall be remitted by written notice wire transfer in Federal funds to such bank account of Agent, as Agent may, in its discretion, designate in writing to Administrative Borrower for such purpose. Interest shall be due until and including the next Business Day, if the amounts so paid by Borrowers to the bank account designated by Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any are received in such bank account later than 12:00 noon, Atlanta, Georgia time. (y) By deleting Exhibits A and B to the Loan Agreement and by substituting in lieu thereof Exhibits A and B hereto. (z) By deleting Schedule 1.21 to the Loan Agreement and by substituting in lieu thereof Schedule 1.21 hereto.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to Borrowers to exceed the Total amount set forth in Section 2.1(a) hereof (the "Borrowing Base, in each case"), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter Letters of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (iiSection 12.11(a)(ii) hereof then outstanding, shall not exceed $75,000,000 the aggregate amount equal to ten (10%) percent of the Revolving Loan Limit and shall not cause the total principal amount of the Revolving Loans and Letter Letters of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit Revolving Loan Limit and (iib) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.” (aa) Sections 12.11(a)(ii)(A) and 12.11(a)(ii)(B) of the Loan Agreement are hereby amended and restated in their entirety as follows: (A) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the amount equal to ten (10%) percent of the Revolving Loan Limit and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the Loans, shall not exceed the Revolving Loan Limit, except at 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 exceed the Revolving Loan Limit, the Special Agent Advances that are in excess of the Revolving Loan Limit shall be for the sole account and risk of 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 Revolving Loan Limit, or” (bb) Section 13.1(a) of the Loan Agreement is hereby amended and restated to read in its entirety as follows: (a) This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on October 25, 2010 (the “Maturity Date”), unless sooner terminated pursuant to the terms hereof. Borrowers may terminate this Agreement at any time upon ten (10) days prior written notice to Agent (which notice shall be irrevocable); provided, that this Agreement and all other Financing Agreements must be terminated simultaneously. In addition, Agent may, at its option, and shall at the direction of Required Lenders, terminate this Agreement at any time on or after an Event of Default. Upon the Maturity Date or any other effective date of termination of the Financing Agreements, Borrowers shall pay to Agent all outstanding and unpaid Obligations and shall furnish cash collateral to Agent (or at Agent’s option, a letter of credit issued for the account of Borrowers and at Borrowers’ expense, in form and substance satisfactory to Agent, by an issuer acceptable to Agent and payable to Agent as beneficiary) in such amounts as Agent determines are reasonably necessary to secure Agent, Lenders and Issuing Bank from loss, cost, damage or expense, including attorneys’ fees and expenses, in connection with any contingent Obligations, including issued and outstanding Letter of Credit AccommodationsObligations and checks or other payments provisionally credited to the Obligations and/or as to which Agent or any Lender has not yet received final and indefeasible payment and any continuing obligations of Agent or any Lender pursuant to any Deposit Account Control Agreement and for any of the Obligations arising under or in connection with any Bank Products in such amounts as the Bank Product Provider providing such Bank Products may require (unless such Obligations arising under or in connection with any Bank Products are paid in full in cash and terminated in a manner satisfactory to such Bank Product Provider). The Required Lenders amount of such cash collateral (or letter of credit, as Agent may determine) as to any Letter of Credit Obligations shall be in the amount equal to one hundred ten (110%) percent of the amount of the Letter of Credit Obligations plus the amount of any fees and expenses payable in connection therewith through the end of the latest expiration date of the Letters of Credit giving rise to such Letter of Credit Obligations. Such payments in respect of the Obligations and cash collateral shall be remitted by written notice wire transfer in Federal funds to the Agent Payment Account or such other bank account of Agent, as Agent may, in its discretion, designate in writing to Administrative Borrower for such purpose. Interest shall be due until and including the next Business Day, if the amounts so paid by Borrowers to the Agent revoke the authority of Administrative Payment Account or other bank account designated by Agent to make future additional Loans pursuant to this Section 12.8 at any are received in such bank account later than 12:00 noon, California time.” (cc) Section 13.1(c) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

Additional Loans. Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base, in each caseBase of such Borrower, without the prior consent of all Lenders, exceptEXCEPT, thatTHAT, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to any Borrower exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, such Borrower as Administrative such Agent may deem necessary or advisable in its discretion, providedPROVIDED, thatTHAT: (ia) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any such Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, such Borrower shall not exceed $75,000,000 the amount equal to ten (10%) percent of the Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (iib) no without the consent of all Lenders, Agent shall not make any such additional Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Accommodations provided that Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time12.8.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each caseBorrowers, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter Letters of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations Exposure to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ia) the total principal amount of the additional Loans Revolving Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the amount equal to $75,000,000 10.0 million outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations Revolving Exposure to exceed the Maximum Credit Revolving Commitments of all of the Lenders or the Tranche A Loans Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the Tranche A Maximum consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loans, Swingline Loans, or Letters of Credit more than sixty (60) days from the date of the first such additional Revolving Loans, Swingline Loans, or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Letters of Credit and (iic) no the Required Lenders may at any time prospectively revoke the Administrative Agent’s authorization to make such additional Loan Revolving Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day periodCredit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Loans Revolving Loans, Swingline Loans, or Letter Letters of Credit Accommodations. The Required Lenders may by written notice to provided that Administrative Agent revoke is acting in accordance with the authority terms of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time10.10.