Common use of Additional Loans Clause in Contracts

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Revolving Loan Limit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten percent (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (5%10) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers Borrower on behalf of Lenders 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 Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus together with the then outstanding principal amount of the Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstandingAdvances, shall not at any time exceed in the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodations shall be outstanding more than ninety (90) 106 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 Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or and Issuing Bank shall not provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers Borrower to exceed the Adjusted Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers Borrower to exceed the Adjusted Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Adjusted Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii13.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit Loans shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent fund the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of CreditLoans.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(iiSections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Covenant Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $25,000,000 and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers Borrower on behalf of Lenders 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 Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus together with the then outstanding principal amount of the Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstandingAdvances, shall not at any time exceed in the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodations shall be outstanding more than ninety (90) 106 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 Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii12.12(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $25,000,000 and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten percent (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii14.12(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $2,000,000 and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(iiSections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letters Letter of Credit Obligations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter Letters of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter Letters of Credit is made or issued (as the case may be), except as the Covenant Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Swing Line Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii14.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter Letters of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii12.11(a)(i) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) 106 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 Lenders may otherwise agreeagree and (c) the total outstanding principal amount of Loans, Letters of Credit and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers Borrower on behalf of Lenders 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 Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) 106 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 Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers such Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total 108 principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers which 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 Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Revolving Loan Limit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers Borrower on behalf of Lenders 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 Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing BaseBase of Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to five (5%) $15,000,000 outstanding at any time less the then outstanding amount of such Availability, unless such Loans in excess of 5% of such Availability are made by any Special Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Advances and shall not cause the total principal amount of the Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit shall be outstanding Accommodations more than ninety sixty (9060) 106 days after from the date of the first such additional Revolving Loan Loans or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agreeAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers any Borrower on behalf of Lenders 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 Letters Letter of Credit Accommodations to Borrowers such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers such Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii12.11(a) (ii) hereof then outstanding, shall not exceed the aggregate an amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Borrowing Base at any time and shall not cause the total principal amount of the Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia $120,000,000 and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) 106 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 Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii12.21(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten percent (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.”

Additional Loans. The Agent shall not make any Revolving Loans or the Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all the Lenders, except, that, the Agent may make such additional Revolving Loans or the Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of the Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as the Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which the Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten percent (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay the Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans, Swing Line Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Borrowing Base and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), $25,000,000 and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent shall not make any Revolving Loans or provide to any Letter of Credit to Borrowers Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter(s) of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters letter of Credit credit accommodations to Borrowers which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBase shall not exceed, plus when taken together with the amount of Special Agent Advances made pursuant to Section 12.11(a)(iidescribed in SECTION 12.11(a)(i) hereof then outstandingor (iii), shall not exceed the aggregate amount outstanding at any time equal to five the lesser of (5i) an amount equal to ten percent (10%) of such Availabilitythe Cost of Eligible Inventory, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability)ii) $3,500,000, and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Credit or cause the total principal amount of Revolving Loans are made by Agent or Wachovia for to exceed the sole account of Agent or Wachovia Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit Loans shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters provided that Agent is acting in accordance with the terms of Creditthis SECTION 12.8.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five (5%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, 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(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent Agents may deem necessary or advisable in its their discretion, ; provided, that: (a) the total aggregate principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers which that Administrative Agent may make or Issuing Bank provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing BaseBase shall not cause such additional Loans and Letters of Credit, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii14.11(a)(ii) hereof then outstanding, shall not to exceed the aggregate amount equal to five ten (510%) percent of the then most current Borrowing Base available to Agents as of the date such Availability, unless such additional Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account Letters of Agent or Wachovia (Credit provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. 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.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to Borrowers Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers Borrower to exceed the Borrowing Base, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter(s) Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter(s) Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers Borrower to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to Borrowers Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of such Availability, unless such Loans in excess of 5% of such Availability are made by Agent or Wachovia for the sole account of Agent or Wachovia (provided that such Loans made for the sole account of Wachovia or Agent shall not exceed 10% of such Availability), Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, unless such Loans are made by Agent or Wachovia for the sole account of Agent or Wachovia Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 106 days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.