Common use of Additional Revolving Loans Clause in Contracts

Additional Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Loans nor shall any Issuing Bank provide any Letters of Credit to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters 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 Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), 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 any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans and Letters of Credit equals or exceeds 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 the Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters 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 an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers such Borrower to exceed the Borrowing Base (an “Over Advance”)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 any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds 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 the Maximum Credit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, exceptprovided, thatthat notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loans Loan or an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, thatAccommodation so long as: (a) the total principal amount of the such additional Revolving Loans or such additional Letters Letter of Credit to any Borrower which Agent may make or provide after obtaining such actual knowledge that Accommodations together with the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding12.11 hereof, shall not exceed the aggregate least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to five (5%) any reduction, made with the consent of all Lenders, of the Maximum Credit Excess Availability required by Section 9.17 hereof, and shall (iii) the amount which would not cause the total principal amount of the Loans and Letters all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit Revolving Loan Limit, and (b) no such additional Revolving Loan Loans or Letter of Credit 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 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 Revolving Loans. Administrative and Collateral Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all the Required Super-Majority Lenders, except, that, Administrative and Collateral Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letters Letter of Credit Accommodations on behalf of Revolving Loan Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to any Borrower Borrowers which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds exceed the Borrowing Base, plus together with 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 the Maximum Credit Borrowing Base at the time and shall not cause the total principal amount of the Revolving Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit Revolving Loan Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loan Loans or Letter of Credit shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit is made or issued Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations 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 Letters Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base (an “Over "Over-Advance”"), 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 any Borrower Borrowers which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds exceed the Borrowing BaseBase shall not (i) exceed, plus the amount of when taken together with Special Agent Advances made pursuant to Section 12.11(a)(iiAdvances, the lesser of (A) hereof then outstanding, shall not exceed the aggregate amount equal to five $20,000,000 or (5B) six and one-half (6 1/2%) percent of the Maximum Credit Value of Eligible Inventory at any time outstanding in the aggregate, and shall not (ii) cause the total principal amount of the Revolving Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit and (b) 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 is Accommodation was made or issued (as the case may be), except as the Required Lenders may otherwise agreeagree . Each Revolving 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Loans nor shall any Issuing Bank provide any Letters of Credit to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters 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 Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “"Over Advance”"), 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 any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans and Letters of Credit equals or exceeds 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 the Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any or Issuing Bank provide any Letters Letter of Credit to Borrowers any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters 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 Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”)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 any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds exceed the Borrowing BaseBases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii14.11(a) hereof then outstanding, shall not exceed the aggregate amount equal to five ten (510%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than ninety (90) 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, exceptprovided, thatthat notwithstanding any provision to the contrary, Agent may may, with the prior written consent of Term Agent, make any such additional Revolving Loans Loan or an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, thatAccommodation so long as: (a) the total principal amount of the such additional Revolving Loans or such additional Letters Letter of Credit to any Borrower which Agent may make or provide after obtaining such actual knowledge that Accommodations together with the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding12.11 hereof, shall not exceed the aggregate least of (i) $5,000,000, (ii) the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to five (5%) any reduction, made with the consent of all Lenders, of the Maximum Credit Excess Availability required by Section 9.17 hereof, and shall (iii) the amount which would not cause the total principal amount of the Loans and Letters all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit Credit, and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodations shall be 146 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 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 Revolving Loans. Administrative and Collateral Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all the Required Super-Majority Lenders, except, that, Administrative and Collateral Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letters Letter of Credit Accommodations on behalf of Revolving Loan Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to any Borrower Borrowers which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds exceed the Borrowing Base, plus together with 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 the Maximum Credit Borrowing Base at the time and shall not cause the total principal amount of the Revolving Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit Revolving Loan Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loan Loans or Letter of Credit shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit is made or issued Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters 115 Letter of CreditCredit Accommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, exceptprovided, thatthat notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loans Loan or an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, thatAccommodation so long as: (a) the total principal amount of the such additional Revolving Loans or such additional Letters Letter of Credit to any Borrower which Agent may make or provide after obtaining such actual knowledge that Accommodations together with the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding12.11 hereof, shall not exceed the aggregate least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to five (5%) any reduction, made with the consent of all Lenders, of the Maximum Credit Excess Availability required by Section 9.17 hereof, and shall (iii) the amount which would not cause the total principal amount of the Loans and Letters all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit Credit, and (b) no such additional Revolving Loan Loans or Letter of Credit 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 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 Revolving Loans. Administrative and Collateral Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters 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 the Required Super-Majority Lenders, except, that, Administrative and Collateral Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letters Letter of Credit Accommodations on behalf of Revolving Loan Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to Borrower exceed the Borrowing Base (an “Over Advance”), as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of the additional Revolving Loans or additional Letters Letter of Credit Accommodations to any Borrower which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letters of Credit equals equal or exceeds exceed the Borrowing Base, plus together with 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 the Maximum Credit Borrowing Base at the time and shall not cause the total principal amount of the Revolving Loans and Letters Letter of Credit Accommodations to exceed the Maximum Credit Revolving Loan Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loan Loans or Letter of Credit shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit is made or issued Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters Letter of CreditCredit Accommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters Letter of Credit Accommodations to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letters Letter of Credit Accommodations to Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, exceptprovided, thatthat notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loans Loan or an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, thatAccommodation so long as: (a) the total principal amount of the such additional Revolving Loans or such additional Letters Letter of Credit to any Borrower which Agent may make or provide after obtaining such actual knowledge that Accommodations together with the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding12.11, shall not exceed the aggregate least of (i) $7,500,000, (ii) sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to five (5%) any reduction, made with the consent of all Lenders, of the Maximum Credit Excess Availability required by Section 9.17, and shall (iii) the amount which would not cause the total principal amount of the Loans and Letters all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit Revolving Loan Limit, and (b) no such additional Revolving Loan Loans or Letter of Credit 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 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans nor shall any Issuing Bank or provide any Letters of Credit to Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letters of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing BaseBase (each individually an “Additional Revolving Loan”, and collectively, “Additional Revolving Loans”), without the prior consent of all Lenders, exceptprovided, thatthat notwithstanding any provision to the contrary, Agent may make any such additional Additional Revolving Loans Loan or an Issuing Bank may provide such additional Letters Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, thatso long as: (a) the total principal amount of the additional such Additional Revolving Loans or such additional Letters of Credit to any Borrower which Agent may make or provide after obtaining such actual knowledge that together with the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of 134 Special Agent Advances made pursuant to Section 12.11(a)(ii) hereof then outstanding12.11 hereof, shall not exceed the aggregate least of (i) $7,500,000, (ii) the sum of (x) the amount which, when added to all other Revolving Loans, Letters of Credit and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letters of Credit and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to five (5%) any reduction, made with the consent of all Lenders, of the Maximum Credit Excess Availability required by Section 9.17 hereof, and shall (iii) the amount which would not cause the total principal amount of the Loans and all Revolving Loans, Letters of Credit and Special Agent Advances to exceed the Maximum Credit Credit, and (b) no such additional Additional Revolving Loan Loans or Letter Letters of Credit shall be outstanding more than ninety (90) days after the date such additional 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 Additional Revolving Loans or Letters of Credit.