Common use of Agent Advances Clause in Contracts

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% the lesser of (y) the Borrowing Base Revolving Loan Commitment minus all Aggregate Revolving Credit Obligations and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amountz) $10,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that (i) such amount shall not be outstanding more than 30 days and (ii) the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 3:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of this Section 2.1(f).

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% (together with all other Aggregate Revolving Credit Obligations) the lesser of (y) the Borrowing Base Revolving Loan Commitment or (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amountz) $5,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that (i) such amount shall not be outstanding more than 30 days and (ii) the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.3. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Sections 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Xxxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Revolving Loans from time to time. Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 15.6 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “"Agent Advances”"); provided, that (w) the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof, (x) the Agent shall not make an Agent Advance which would cause the Aggregate Outstandings to exceed Combined Availability, (y) the Agent shall not make an Agent Advance which, together with all other Agent Advances then outstanding, would aggregate an amount in excess of 5% of the Combined Availability (without giving effect to the Maximum Revolver Amount) at the time such Agent Advance is made and (z) no Agent Advance shall be made if at such time an Agent Advance has been outstanding for more than 45 consecutive days. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Base Rate Loans from time to time.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this subparagraph 2.2(i)(i), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Paragraph 13.1 (any of such the advances are herein described in this subparagraph 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this subparagraph 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Loan (including such Agent Advance) to exceed the Total Credit Facility. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the The Agent is authorized by the Borrower and the Revolving Credit Lenders, may from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the Agent’s sole discretionaggregate, upon notice to the Revolving Credit Lenders, lesser of (x) $5,000,000 or (y) the product of (A) after the occurrence Borrowing Base determined as of a Default or an Event the date of Default, or the making of such advance and (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied5.0%, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgmentsole discretion, deems necessary or desirable (1) to preserve preserve, protect, prepare for sale or protect lease or dispose of the Collateral, Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, of repayment by the Borrower of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advancesexpenses. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be repayable on demand, shall be secured by the Collateral Agent’s Liens in and Collateral, shall bear interest at a rate per annum equal to the Collateral highest rate then applicable to the Loans and shall constitute Base Rate Loans and Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Bxxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Revolving Loans from time to time. Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Tranche A Revolving Loans to the any Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 15.7 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “Agent Advances”); provided that (x) the Aggregate Revolver Outstandings in respect of the Tranche A Commitments after giving effect to any Agent Advance shall not exceed the Maximum Tranche A Revolver Amount and (y) Agent Advances outstanding and unpaid at no time will exceed $20,000,000 in the aggregate, and provided, further, that the Required Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Tranche A Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Administrative Agent shall notify each Lender in writing of each Agent Advance; provided that any delay or failure of the Administrative Agent in providing any such notice to any Lender shall not result in any liability or constitute the breach of any duty or obligation of the Administrative Agent hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the time, upon Administrative Agent’s sole discretion, upon notice receipt of the written consent of the Required Lenders (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrower and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 16.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans, Swing Line Revolving Loans and Letter of Credit Obligations do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower on behalf of Lenders which Administrative Agent and the Required Lenders have determined in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations does not exceed the Total Revolving Loan Commitment, and (y) Administrative Agent has not been notified by Required Lenders may at any time revoke the Agent’s authorization to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand upon Administrative Agent’s request.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% the lesser of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amounty) Excess Availability and (z) $15,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that (i) such amount shall not be outstanding more than 30 days and (ii) the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 3:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of this Section 2.1(e).

Agent Advances. (i) Subject to the limitations set forth belowin this Section 10.4(f) but notwithstanding anything to the contrary contained in this Agreement (including under Section 12.4), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after during the occurrence existence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Sections 4.1 or 4.2 have not been satisfied, to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Loan Collateral, or any portion thereof, (2) to collect any of the Obligations, (3) to sell, liquidate, dispose of, or otherwise realize on, any of the Loan Collateral, (4) to preserve, interpret, enforce, or defend any rights or remedies of Agent, Lenders, or any of them, conferred by the Loan Documents, (5) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (36) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 12.5 (any of such the advances are herein described in this Section 10.4(f) being hereinafter referred to as “Agent Advances”); provided, provided that the Required Requisite Lenders may at any time revoke the Agent’s authorization contained in this Section 10.4(f) to make the Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof.; and, provided, further, that Agent shall not make Agent Advances for purposes described in clauses (1) through (5) above which would cause the Revolving Loan Availability to be a negative number greater than ($3,000,000). Agent shall promptly notify each Lender in writing of each such Agent Advance. Each Agent Advance will be evidenced solely by entries upon Agent’s books and records; (ii) The Each Agent Advances Advance shall be secured by the Collateral Loan Collateral, shall constitute Loans and Obligations, and shall bear interest at the rate applicable from time to time to Daily LIBOR Rate Revolving Loans; and (iii) Agent may, by written notice given to Lenders not later than 10:00 a.m. (Cincinnati, Ohio time), on any Business Day, require Lenders to acquire participations on such Business Day in all or a portion of the Agent Advances outstanding. Such notice shall specify the aggregate amount of Agent Advances in which Lenders will participate and specify in such notice such Lender’s Pro Rata Share of such Agent Advances. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its account, such Lender’s Liens Pro Rata Share of such Agent Advances. Each Lender acknowledges and agrees that its obligation to acquire participations in Agent Advances pursuant to this Section 10.4(f) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.4 with respect to Revolving Loans made by such Lender. Agent shall notify Borrowers of any participations in any Agent Advances acquired pursuant to this Section 10.4(f), and thereafter each such Agent Advance shall be due and payable by Borrowers. Thereafter, all payments in respect of each such Agent Advance received by Agent from Borrowers shall be promptly remitted by Agent to Lenders that shall have made their payments pursuant to this Section 10.4(f) and to Agent, as their interests may appear; provided that any such payment so remitted shall be repaid to Agent if and to the Collateral and extent such payment is required to be refunded to Borrowers for any reason. The purchase of participations in any Agent Advance pursuant to this paragraph shall constitute Base Rate Loans and Obligations hereundernot relieve any Borrower of any default in the payment thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole Agents' discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default), or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 2.1 or 2.2 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the AgentAgents, in its good faith their reasonable business judgment, deems deem necessary or desirable desirable, whether under clause (1) or (2) above, (A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 11.3 (any of such advances are herein the Advances described in this Section 1.1(d) being hereinafter referred to as “"Agent Advances”"); provided, that Agent shall not make any Agent Advances to Borrower without the Required consent of the Requisite Tranche A Revolving Lenders may and the Requisite Tranche B Revolving Lenders if the amount thereof would exceed $4,000,000 in the aggregate at any time revoke the Agent’s authorization to make Agent Advancesone time. Any such revocation must Advances made pursuant to this Section 1.1(d) shall be in writing allocated on a pro rata basis to the Tranche A Revolving Lenders and shall become effective prospectively upon the Agent’s receipt thereofTranche B Revolving Lenders. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in Collateral, shall constitute Tranche A Revolving Credit Advances and to the Collateral Tranche B Revolving Credit Advances, and shall constitute Base bear interest at the rate applicable to Tranche A Revolving Index Rate Loans and Obligations hereunderTranche B Revolving Loans, as the case may be, plus the Default Rate pursuant to Section 1.5. Under no circumstances shall any Agent Advances be deemed to constitute Inventory Overadvances.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Loan Parties and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) hereof outstanding at such time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,850,000. Each Agent Advances. Any such revocation must be in writing Advance is an Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable by Borrowers on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i1) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower each US Obligor and the Revolving Credit Lenderseach US Lender, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make US Base Rate Revolving Loans to the Borrower US Borrowers on behalf of the US Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the US Borrowing Base (provided that the making but not in excess of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) US Amount which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the US Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the US Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)US Obligations, and/or or (3) to pay any other amount chargeable to the Borrower US Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii2) The Agent Advances made with respect to any US Borrower shall be secured by the Collateral Agent’s US Agents’ Liens in and to the US Collateral and shall constitute US Base Rate Revolving Loans and Obligations of the US Borrowers hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the The Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE 5 have not been satisfied, to make Base Rate Revolving Credit Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Secured Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Obligors pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 16.2 (any of such the advances are herein described in this SECTION 4.7(D) being hereinafter referred to as “"Agent Advances”"); provided, PROVIDED that (x) the Required Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 4.7(D) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon on the third Business Day after the Agent’s 's receipt thereof. , and (iiy) The the Agent shall not allow more than $5,000,000 in Agent Advances to be outstanding under this SECTION 4.7(D) at any time without the consent of all the Lenders. All Agent Advances shall be repayable by the Borrowers on demand and secured by the Collateral Agent’s Liens Collateral, shall constitute Revolving Credit Loans and Secured Obligations hereunder, and shall bear interest at the rate applicable to Prime Rate Revolving Credit Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance. All Agent Advances shall constitute Non-Ratable Loans, as defined in SECTION 4.8(B), and shall be subject to the Collateral and shall constitute Base Rate Loans and Obligations hereunderprovisions thereof.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Revolving Loans from time to time. Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (iA) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the lesser of the Borrowing Base and the Maximum Revolver Amount (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (x) Agent Advances may be repaid by the Borrowers and, in the Agent’s sole discretion, additional Agent Advances may be made, so long as the aggregate amount of outstanding Agent Advances at any time does not exceed the limits set forth above, and (y) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (iiB) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth belowin this subsection (f), the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lendersdiscretion (but shall have absolutely no obligation to), (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans advances to the Borrower Borrowers, on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) all Lenders, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that (i) the Required Lenders may aggregate amount of Agent Advances outstanding at any time revoke time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Agent Advances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. All Agent Advances shall be secured by the Collateral and shall constitute Obligations hereunder. All Agent Advances shall be Base Rate Advances. The Administrative Agent’s authorization to make Agent AdvancesAdvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) Upon the making of an Agent Advance by the Administrative Agent in accordance with the terms hereof, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its Revolving Commitment Ratio. From and after the date, if any, on which any Lender is required to fund its participation in any Agent Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Commitment Ratio of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Agent Advance. (iii) Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iv) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be secured by the Collateral Agent’s Liens in and deemed to have made a Revolving Loan to the Collateral Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Sections 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall constitute Base Rate Loans deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and Obligations hereunderconditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Xxxxxxxxx and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all Revolving Loan Outstandings do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke twenty percent (20%) of the Agent’s authorization Total Revolving Loan Commitment, (y) the Revolving Loan Outstandings do not exceed the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with the amount of Swing Loans made pursuant to Section 2.1(c) then outstanding) ten percent (10% %) of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) Base, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to Borrowers written notice of any Agent Advance. In no event shall the Aggregate Revolving Credit Obligations, after giving effect to any Agent Advance, exceed the Aggregate Commitment. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to Borrowers, notwithstanding any failure of Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings Manufacturing, the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, or (Bii) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed the lesser of $15,000,000 and 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to (including such Agent Advances) shall not exceed the Maximum Revolver Amount) ), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “Agent Advances”); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) hereof outstanding at such time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $5,000,000. Each Agent Advances. Any Advance shall be deemed to be an Advance hereunder, except that no such revocation must Agent Advance shall be in writing eligible to be a LIBOR Rate Loan and all payments thereon shall become effective prospectively upon the Agent’s receipt thereofbe payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Collateral Agent’s Liens in granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to the Collateral and shall constitute time to Advances that are Base Rate Loans and Obligations hereunderLoans.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.18, the Administrative Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX V have not been satisfied, to make Base Rate Revolving Facility Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)ABL Credit Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 10.04 (any of such the advances are herein described in this Section 2.18 being hereinafter referred to as “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure after giving effect to any Agent Advance shall not exceed the Revolving Facility Commitment and (y) Agent Advances outstanding and unpaid at no time will exceed the lesser of $7,500,000 and 7.5% of the Borrowing Base then in effect in the aggregate, and provided, further, that the Required Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.18 to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Administrative Agent’s receipt thereof. (iib) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral Collateral, shall constitute Revolving Facility Loans and ABL Credit Obligations hereunder, and shall constitute bear interest at the rate applicable to Base Rate Loans and Obligations from time to time. The Administrative Agent shall notify each Lender in writing of each Agent Advance; provided that any delay or failure of the Administrative Agent in providing any such notice to any Lender shall not result in any liability or constitute the breach of any duty or obligation of the Administrative Agent hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon discretion after notice to the Revolving Credit Lendersand consultation with ATI, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (other than Bank Product Obligations) (including through Base Rate Loans to provide cash collateral for outstanding Letters of Credit to the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsextent not otherwise Fully Supported by the Borrowers in accordance with Section 1.3(b) or (g)), and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (A) the aggregate amount of Agent Advances shall not exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. In the event that the Borrower is unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 3.2(a) (other than clauses (i) Subject and (ii)(x) thereof), the Lenders, subject to the limitations set forth belowimmediately succeeding two provisos, hereby authorize the Agent is authorized by Administrative Agent, for the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any account of the other conditions precedent set forth in Article IX have not been satisfiedLenders, to make Base Rate Revolving Loans to the Borrower on behalf of Borrower, solely in the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided event that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, Administrative Agent in its good faith judgment, reasonable credit judgment deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costsdocumented Expenses and fees which are invoiced in reasonable detail; provided that such Revolving Loans may only be made as Base Rate Loans (each, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as an “Agent AdvancesAdvance”), for a period commencing on the date the Administrative Agent first receives a Funding Notice requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date, (y) the date the Borrower is again able to comply with the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (z) the date the Requisite Lenders instruct the Administrative Agent to cease making Agent Advances; providedprovided further, that the Required Lenders may Administrative Agent shall not make any Agent Advance to the extent that at any the time revoke of the Agent’s authorization making of such Agent Advance, (I) the amount of such Agent Advance when added to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The aggregate outstanding amount of all other Agent Advances shall and Overadvances at such time, would exceed 10% of the Aggregate Borrowing Base at such time or (II) the amount of such Agent Advance (after giving effect thereto) would cause the Revolving Exposure of any Lender to exceed the amount of such Lender’s Commitment at such time. Agent Advances may be secured made by the Collateral Agent’s Liens Administrative Agent in its sole discretion and the Borrower shall have no right whatsoever to require that any Agent Advances be made, provided that the Collateral and Administrative Agent shall constitute Base Rate Loans and Obligations hereunderpromptly notify the Borrower following the occurrence of an Agent Advance. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.15(h).

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed the lesser of $15,000,000 and 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to (including such Agent Advances) plus the Aggregate Permanent Working Capital Loan Outstandings shall not exceed the Maximum Revolver Amount) Total Facility), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrower to meet their payroll and associated Tax tax obligations), and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans and Letter of Credit Obligations under the applicable Revolving Loan Commitment do not exceed the Revolving Loan Availability under such Revolving Loan Commitment), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding aggregate amount of Agent Advances does not exceed at any time revoke Five Million Dollars ($5,000,000), (y) the Agent’s authorization aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations under the applicable Revolving Loan Commitment does not exceed the total aggregate amount of the applicable Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured treated as Revolving Loans under the applicable Revolving Loan Commitment specified by the Collateral Agent’s Liens in and to the Collateral Administrative Agent and shall constitute Base Rate Loans and Obligations hereunderLoans. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 105% of the Borrowing Base (provided that the making of any such Loan does but not cause the Aggregate Revolver Outstandings to exceed in the aggregate, with all of the Revolving Loans outstanding, the Maximum Revolver Amount) for a period not to exceed thirty (30) continuous days, which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is shall be authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that a Default or Event of Default exists or any of the other conditions precedent set forth in Article IX Section 10 hereof have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the lesser of: (a) $1,000,000, or (b) when added to the Revolver Loans then outstanding, the Borrowing Base (provided or the aggregate of the Revolver Commitments, and only to the extent that Agent deems the making funding of any such Loan does not cause the Aggregate Revolver Outstandings Base Rate Loans to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems be necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood of, of or maximize the amount of, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses expenses, all of which Base Rate Loans advanced by Agent shall be deemed part of the Obligations and secured by the Collateral, shall be treated as described Settlement Loans (irrespective of whether the aggregate amount of such Loans exceeds the limitation set forth for Settlement Loans in Section 14.7 (any of such advances are 3.1.3 hereof) and shall be settled and paid by Borrower and Lenders as provided herein referred to as “Agent Advances”)for Settlement Loans; provided, however, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any any such revocation must be in writing and Base Rate Loans by written notice to Agent, which shall become effective prospectively upon the and after Agent’s 's receipt thereof. . Notwithstanding anything to the contrary contained in this Section 1.1.6, nothing contained in this Section 1.1.6 shall be construed to limit Agent's right to incur expenses and pay such expenses after an Event of Default in connection with any of the matters described in the foregoing clauses (i), (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder(iii).

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.18, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX V have not been satisfied, to make Base Rate Revolving Facility Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, (1) in its good faith judgmentPermitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) in its Permitted Discretion, deems necessary or desirable to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)ABL Credit Obligations, and/or or (3) in its reasonable business judgment, deems necessary or desirable to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 10.04 (any of such the advances are herein described in the foregoing clauses (1) and (2) being hereinafter referred to as “Protective Advances”; any of the advances described in the foregoing clause (3) being hereinafter referred to as “Overadvances”, and such Overadvances together with any Protective Advances, collectively, “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure (except for and excluding amounts charged to the Loan Account for interest, fees, or other expenses of the Lenders) after giving effect to any Agent Advance shall not exceed the Revolving Loan Limit and (y) Agent Advances outstanding and unpaid at no time will exceed 10% of the Borrowing Base then in effect in the aggregate; provided, further, that the Required Revolving Facility Lenders may revoke the Administrative Agent’s authorization contained in this Section 2.18 to make additional Overadvances at any time revoke the Agent’s authorization to make Agent Advances. Any after any Overadvances have been outstanding for thirty (30) consecutive days, any such revocation must to be in writing and shall to become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) The Agent thereof provided further that no Protective Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunderrevocable.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower U.S. Borrowers and the Revolving Credit U.S. Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower U.S. Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower U.S. Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the 40 Advances described in this Section 2.2.A.(e) shall be referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s authorization . Each Agent Advance shall be deemed to make Agent Advances. Any such revocation must be in writing a U.S. Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other U.S. Advances, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable on demand, and secured by Agent's Liens granted to Agent under the Collateral Agent’s Liens in and to the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Prime Rate Loans.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); , provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke one time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 5.0% of the Borrowing Base then in effect and (y) $10,000,000. Each Agent Advance shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof). (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans advances to the Borrower Borrower, on behalf of the Lenders Lenders, notwithstanding that an Overadvance may exist or would be created, in an aggregate principal amount outstanding at any time not to exceed 10% (together with all other Aggregate Revolving Credit Obligations) the lesser of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed x) the Maximum Revolver Amount, (y) an amount not greater than $10,000,000 in excess of the Total Borrowing Base, and (z) an amount not greater than ten percent (10%) of the Total Borrowing Base, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest at the same rate as a Base Rate Loans Advance. Each Agent Advance shall be subject to all the terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be payable to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 3:00 p.m. (Atlanta, Georgia time) as of such date, and each Lender's pro rata share (based upon such Lender's Revolving Commitment Ratio) thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on the next Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of the principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made an Advance of the Fixed Asset Loans or Current Asset Loans, as applicable, to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of the Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrower or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender's Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender's participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount).

Agent Advances. (iA) Subject to the limitations set forth below, the Collateral Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Collateral Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% $3,000,000, but not in excess of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) , which the Collateral Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that Agent Advances shall not be outstanding for more than sixty (60) consecutive days; provided, further, that the Required Lenders may at any time revoke the Collateral Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Collateral Agent’s receipt thereof. (iiB) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. of the Agreement is hereby deleted and replaced with the following: “If an Obligor fails to perform any of its covenants contained herein, the Administrative Agent may perform any of such covenants capable of being performed by it, but is under no obligation to do so. All reasonable sums so required to be paid in connection with Administrative Agent’s performance of any covenant will be paid by the Borrowers and all sums so paid shall be payable by the Borrowers on demand. No such performance by Administrative Agent of any covenant contained herein or payment or expenditure by the Borrowers of any sums advanced or borrowed by Administrative Agent pursuant to the foregoing provisions shall be deemed to relieve the Obligors from any default hereunder or its continuing obligations hereunder. In addition, the Administrative Agent is authorized, but is not obligated, to make loans to the Borrowers (“Agent Advances”), subject to periodic settlement with the Noteholders in the following circumstances: (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time for administrative convenience in the Agent’s sole discretion, upon notice to the Revolving Credit Lendersexceptional circumstances, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1ii) to preserve or protect the Collateral, Collateral held by the Noteholders or any portion thereof, (2iii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans Note Indebtedness and other Obligations obligations, (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to finance or pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreementthe Note Purchase Documents, including costsor (iv) when the conditions for borrowing cannot be fulfilled, fees and expenses as described but in Section 14.7 (any the reasonable business judgment of such advances are herein referred the Administrative Agent, an Agent Advance is deemed necessary or desirable to as “preserve or protect the Collateral, in which case Agent Advances”); provided, that the Required Lenders may Advances in an aggregate amount at any time revoke not exceeding 10% of the Agent’s authorization to make Agent AdvancesNote Indebtedness may be issued. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be repayable on demand and be secured by the Collateral Agent’s Liens in and shall bear interest at a rate per annum equal to the Collateral and shall constitute Base Rate Loans and Obligations hereundereffective interest rate then applicable to the Note Indebtedness.”

Agent Advances. (iA) Subject to the limitations set forth below and after providing notice to the Borrower (provided that Agent's failure to provide such notice shall not prevent Agent from making Base Rate Revolving Loans to the Borrower as set forth below), the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause and which, when added to the Aggregate Revolver Outstandings to Outstandings, shall not exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 9.4 (any of such advances are herein referred to as “Agent Advances”"AGENT ADVANCES"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. The Agent shall promptly notify each Lender in writing of each Agent Advance. (iiB) The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s its sole discretiondiscretion in such capacity, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, Default or (B) at any time that any of the other conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Revolving Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $10,000,000 which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate the Borrowers using any proceeds of such Revolving Loans for the purpose of enabling Holdings and its Subsidiaries to meet their pay payroll and associated Tax tax obligations), and/or or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 15.7 (any of such advances are herein referred to as “Agent Advances”); providedprovided that after giving effect to the making of any Agent Advance, that the Required Aggregate Revolver Outstandings shall not exceed the Maximum Revolver Amount. The Majority Revolving Lenders may at any time revoke the Agent’s authorization of the Administrative Agent to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt by the Administrative Agent thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX SECTION 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 SECTION 10 (any of such advances are herein the Advances described in this SECTION 2.3(E) shall be referred to as “Agent Advances”"AGENT ADVANCES"); providedPROVIDED, that notwithstanding anything to the Required Lenders may contrary contained in this SECTION 2.3(E), the aggregate principal amount of Agent Advances outstanding at any time revoke time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with SECTION 2.3(I) hereof outstanding at such time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $5,000,000. Each Agent Advances. Any Advance shall be deemed to be an Advance hereunder, except that no such revocation must Agent Advance shall be in writing eligible to be a LIBOR Rate Loan and all payments thereon shall become effective prospectively upon the Agent’s receipt thereofbe payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Collateral Agent’s 's Liens in granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to the Collateral and shall constitute time to Advances that are Base Rate Loans and Obligations hereunderLoans.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Agent is hereby authorized by the Borrower Xxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice 49 discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Xxxxxxxx and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 12.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate Revolving Outstandings do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke the Agent’s authorization greater of (i) $30,000,000 and (ii) 10% of the Revolving Commitment, (y) the aggregate Revolving Outstandings and Swing Line Outstandings does not exceed the Revolving Commitments, and (z) Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand by Agent.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% $5,000,000, but, together with all Revolving Loans, Swing Loans and Letters of Credit outstanding, not in excess of the Borrowing Base (provided that the making of any such Revolving Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) Commitment, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest at the same rate as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender's pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day (the "Agent Advance Settlement Date") make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender's Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender's participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount).

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% (together with the amount of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings Swing Loans made pursuant to exceed the Maximum Revolver AmountSection 2.1(c) then outstanding) $2,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. In no event shall the Aggregate Revolving Credit Obligations, after giving effect to any Agent Advance, exceed the Revolving Loan Commitment. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (New York, New York time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (New York, New York time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.3. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (iA) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX ARTICLE 8 have not been satisfied, to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% $10,000,000, but, together with all other Revolving Loans and Letters of the Borrowing Base (provided that the making Credit outstanding, not in excess of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) Amount which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 13.7 (any of such advances are herein referred to as “"Agent Advances”"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization to make Agent AdvancesAdvances and no Agent Advance shall be outstanding for more than ninety (90) days. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (iiB) The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.9(d), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 12.4 (any of such the advances are herein described in this Section 2.9(d) being hereinafter referred to as “"Agent Advances”"); provided, provided that the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.9(d) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof.; (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Loans from time to time. The Agent shall notify the Borrower and each Lender in writing of each such Agent Advance; provided that the failure of the Agent to provide any such notice to the Borrower or any Lender shall not affect the Borrower's liability for or obligation to repay such Agent Advances or result in any liability or constitute the breach of any duty or obligation of the Agent hereunder.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.5.3, the Agent is hereby authorized by the Borrower Lenders and the Revolving Credit LendersBorrower, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, Default or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE V (Conditions Precedent) have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costsincluding, fees and expenses as described in Section 14.7 without limitation, Enforcement Costs (any of such advances are herein the Advances described in this Section 2.5.3 being hereinafter referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.5.3 to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; and provided further, that the Agent shall not make Agent Advances above that would cause the Revolver Usage otherwise permitted to be outstanding under this Agreement to exceed the lesser of the Total Revolving Credit Committed Amount or the Borrowing Base. Nothing in this Section 2.5.3 shall imply any limitation on the obligations of the Borrower to pay the Obligations including, without limitation, Enforcement Costs or on the obligations of the Lenders under Section 9.19 (Indemnification). (iib) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in Collateral, shall constitute Advances and Obligations, and shall bear interest at the rate applicable to the Collateral and Revolving Loan from time to time. The Agent shall constitute Base Rate Loans and Obligations hereundernotify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke one time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $4,100,000. Each Agent Advances. Any such revocation must be in writing Advance is an Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX Section 6 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $4,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that Administrative Agent shall not make any such Agent Advance without the Required prior written consent of the Collateral Agent (which such consent shall be deemed given if the Collateral Agent does not object to such Agent Advance within 2 hours of its receipt of written notice from the Administrative Agent of its intent to make such Agent Advance); provided, further, that the Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. Administrative Agent shall promptly provide to Borrower written notice of any Agent Advance. In no event shall the aggregate amount of all outstanding Revolver Loans plus the aggregate amount of all outstanding Letters of Credit, Agent Advances, and Swing Loans, after giving effect to any Agent Advance, exceed the Commitments. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder. Each Agent Advance shall bear interest at the Default Rate. Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolver Loans, except that all payments thereon shall be made to Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of Borrower. Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) Administrative Agent shall notify each Lender no less frequently than weekly, as determined by Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to Borrower, notwithstanding any failure of Borrower to satisfy the conditions in Section 6.2. Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 10.1(e) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of Administrative Agent, Borrower or Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Aggregate Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.1(c).

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(i), the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the CollateralCollateral of the Borrower, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 15.7 (any of such the advances are described in this SECTION 2.2(i) being herein referred to as “"Agent Advances”"); providedPROVIDED, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof. (ii) The Agent Advances for the account of the Borrower shall be repayable on demand and secured by the Collateral Agent’s Liens in and to of the Collateral and Borrower, shall constitute Base Rate Revolving Loans for the account of the Borrower and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(c) shall be referred to as “"Agent Advances”"); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(c), the aggregate principal amount of Agent Advances outstanding at any time revoke one time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(g) outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $2,000,000. Each Agent Advances. Any such revocation must be in writing Advance is an Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other Advances, except that all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable by Borrowers on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances.

Agent Advances. (i) Subject to the limitations set forth belowAgent shall be authorized, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole its discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default at any time or times that an Event of Default, Default exists or (B) at any time that any of the other conditions precedent set forth in Article IX Section 11 have not been satisfied, to make Revolver Loans that are Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of $10,000,000, but only to the Borrowing Base (provided extent that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in the exercise of its good faith sole credit judgment, deems the funding of such Loans (herein called "Agent Advances") to be necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses expenses, all of which Agent Advances shall be deemed part of the Obligations and secured by the Collateral, and shall be treated for all purposes of this Agreement (including Sections 5.6.1 and 15.4) as described in Section 14.7 (any advances for the repayment to Agent and Lenders of such advances are herein referred to as “Agent Advances”)Extraordinary Expenses; provided, however, that the Required Lenders may at any time revoke the Agent’s 's authorization to make any such Agent Advances. Any such revocation must be in writing and Advances by written notice to Agent, which shall become effective prospectively upon the and after Agent’s 's actual receipt thereof. (ii) The . Absent such revocation, Agent's determination that the making of an Agent Advance is required for any such purposes shall be conclusive. Each Lender shall participate in each Agent Advance in an amount equal to its Pro Rata share of the Revolver Commitments. Notwithstanding the foregoing, the maximum amount of Agent Advances outstanding at any time, when added to the aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders) and shall not exceed 30 days if such Agent Advance constitutes an Out-of-Formula Loan. The aggregate amount of Loans made pursuant to this Section 2.1.6 and Section 13.9.4 shall not exceed $10,000,000 in the aggregate at any time. Nothing in this Section 2.1.6 shall be secured construed to limit in any way the amount of Extraordinary Expenses that may be incurred by the Collateral Agent’s Liens in Agent and that Borrowers shall be obligated to reimburse to Agent to the Collateral and shall constitute Base Rate Loans and Obligations hereunderextent provided for in the Loan Documents.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans and Letter of Credit Obligations do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke Two Million Dollars ($2,000,000), (y) the Agent’s authorization aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations does not exceed the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute Base Rate Loans and Obligations hereunderLoans. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrower, each other Loan Party and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, (A) after the occurrence making of each Agent Advance shall be deemed to be a Default or request by Borrower and the Lenders to make such Agent Advance), during the existence of an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion exercised in good faith judgmentfaith, deems necessary or desirable (1a) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2b) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3c) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke $2,500,000.00, (y) the Agent’s authorization aggregate Revolving Outstandings do not exceed the Revolving Commitments and the aggregate Swing Line Outstandings do not exceed the Swing Line Commitment Amount, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(i) and SECTION 13.2, the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 SECTION 15.7 (any of such the advances are herein described in this SECTION 2.2(i) being hereinafter referred to as “Agent Advances”"AGENT ADVANCES"); provided, PROVIDED that the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof.; (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s 's Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Revolving Loans from time to time. The Agent shall notify each Lender in writing of each Agent Advance; PROVIDED that any delay or failure of the Agent in providing any such notice to any Lender shall not result in any liability or constitute the breach of any duty or obligation of the Agent hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “Agent Advances”); provided, that however, that, notwithstanding the Required Lenders may at any time revoke the Agent’s authorization to foregoing, Agent shall not make Agent AdvancesAdvances in respect of Lender Group Expenses so long as (I) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers equals or exceeds $10,000,000, (II) Advances in the aggregate amount of less than $500,000 are outstanding, (III) no Default or Event of Default shall have occurred and be continuing and (IV) Administrative Borrower shall have paid, in full, in cash, any invoice due and payable in respect of such Lender Group Expenses within five (5) Business Days after notice to Administrative Borrower of any such invoice. Any such revocation must be in writing Each Agent Advance is an Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans and Letter of Credit Obligations under the Revolving Loan Commitment do not exceed Total Revolving Loan Availability under the Revolving Loan Commitment), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its Permitted Discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding aggregate amount of Agent Advances does not exceed at any time revoke Two Million Dollars ($2,000,000), (y) the Agent’s authorization aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations under the Revolving Loan Commitment does not exceed the total aggregate amount of the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured treated as Revolving Loans under the Revolving Loan Commitment specified by the Collateral Agent’s Liens in and to the Collateral Administrative Agent and shall constitute Base Rate Loans and Obligations hereunderLoans. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $75,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances NAI-1536628076v4 from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) . The Administrative Agent shall promptly provide to the Borrowers written notice of any Agent Advance. All Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (except to the extent Lenders have funded participations therein pursuant to clause (iii) below) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding by 12:00 noon (Charlotte, North Carolina time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Charlotte, North Carolina time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding and any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Xxxxxx’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Xxxxxx’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (ia) Subject to the limitations set forth below, the The Administrative Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice credit judgment (and with no obligation to the Revolving Credit Lendersdo so), (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3.2 (including as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of a Borrowing within the time required by Section 2.3, to make Base Rate Revolving Loans to the Borrower Borrowers on its own behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its good faith judgment, sole credit judgment deems necessary or desirable (1A) to preserve or protect the Collateral, Collateral or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement (any of such the advances are herein described in this Section 2.5 shall be referred to as “"Agent Advances”"); provided, however, (w) that the Required Lenders may aggregate amount of Agent Advances outstanding at any time revoke shall not exceed $10,000,000, (x) that after giving effect to any such Agent Advance, the Agent’s authorization to make Aggregate Revolver Credit Exposure (including all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent Advance, the Administrative Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such Agent Advance will be outstanding for more than 90 days. Any such revocation must Each Agent Advance shall be deemed to be a Borrowing hereunder subject to the terms set forth in writing and this Section 2.5 (provided that the Borrowers shall become effective prospectively upon the Agent’s receipt thereof. (iinot be deemed to have made any representations under Section 3.2(b) The in connection therewith). Each Agent Advances Advance shall be secured by the Collateral Administrative Agent’s 's Liens in and granted to the Collateral Administrative Agent under the Loan Documents, shall constitute Obligations hereunder, and shall constitute bear interest as Base Rate Borrowings and shall be repayable on demand. Subject to clauses (b), (c) and (d) below of this Section 2.5, all Agent Advances made by Administrative Agent pursuant to this Section, shall be for Administrative Agent's sole account and shall be senior in right of payment to all other Loans (as set forth in Section 2.24). (b) The Administrative Agent may give at any time and from time to time, and in no event later than 30 days after the making of an Agent Advances the Administrative Agent shall give, notice to the Lenders requesting the Lenders to make Base Rate Loans in an amount equal to the unpaid principal amount of any Agent Advance on the next following Business Day. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Administrative Agent, which will be used solely for the repayment of such Agent Advances. (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender shall purchase an undivided participating interest in such Agent Advances in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Administrative Agent. If any such Agent Advance bears interest at a rate other than the Base Rate, such Agent Advance shall automatically become a Base Rate Loan on the effective date of any such participation and Obligations interest shall become payable on demand. (d) Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or an Out of Formula Condition or the termination of any Lender's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Administrative Agent in respect of Agent Advances by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Administrative Agent shall be deemed to continue to have outstanding Agent Advances in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Administrative Agent to fund the amount of such Lender's participation interest in such Agent Advances that such Lender failed to fund pursuant to this Section 2.5, until such amount has been purchased in full.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $20,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrower written notice of any Agent Advance. (ii) The All Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (except to the extent Lenders have funded participations therein pursuant to clause (iii) below) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding by 1:00 p.m. as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 3:00 p.m. on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding and any of the events described in clauses (g) or (h) of Section 8.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrower or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s its sole discretiondiscretion in such capacity, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, Default or (B) at any time that any of the other conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $10,000,000 which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate the Borrowers using any proceeds of such Revolving Loans for the purpose of enabling Holdings and its Subsidiaries to meet their pay payroll and associated Tax tax obligations), and/or or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 15.7 (any of such advances are herein referred to as “Agent Advances”); providedprovided that after giving effect to the making of any Agent Advance, that the Required Aggregate Revolver Outstandings shall not exceed the Maximum Revolver Amount. The Majority Lenders may at any time revoke the Agent’s authorization of the Administrative Agent to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt by the Administrative Agent thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth belowin this subsection (c), the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (but shall have absolutely no obligation to the Revolving Credit Lendersdo so), (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX III have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers (on a joint and several basis) on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) all Lenders, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 provided under this Agreement or the other Loan Documents (any of such advances are herein referred to as “Agent Advances”); provided, that (i) the Required Lenders may aggregate amount of Agent Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time revoke shall not exceed $7,500,000, (ii) the aggregate amount of outstanding Agent Advances plus the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be made even if the conditions precedent set forth in Section 3.2 have not been satisfied. All Agent Advances shall be secured by the Collateral and shall constitute Obligations hereunder. All Agent Advances shall bear interest as Base Rate Loans. The Administrative Agent’s authorization to make Agent AdvancesAdvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) Upon the making of an Agent Advance by the Administrative Agent in accordance with the terms hereof, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its Pro Rata Share. From and after the date, if any, on which any Lender is required to fund its participation in any Agent Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Agent Advance. (iii) Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iv) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon as of such date, and each Lender’s Pro Rata Share thereof. Each Lender shall before 2:00 p.m. on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its Pro Rata Share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be secured by the Collateral Agent’s Liens in and deemed to have made a Revolving Loan to the Collateral Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 3.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 8.1(h) or Section 8.1(i) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Pro Rata Share and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall constitute Base Rate Loans deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and Obligations hereunderconditions of Section 2.5.

Agent Advances. (i) Subject to the limitations set forth belowAgent shall be authorized, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole its discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default at any time or times that an Event of Default, Default exists or (B) at any time that any of the other conditions precedent set forth in Article IX Section 11 have not been satisfied, to make Revolver Loans that are Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of $5,000,000, but only to the Borrowing Base (provided extent that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in the exercise of its good faith sole credit judgment, deems the funding of such Loans (herein called "Agent Advances") to be necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses expenses, all of which Agent Advances shall be deemed part of the Obligations and secured by the Collateral, and shall be treated for all purposes of this Agreement (including Sections 5.6.1 and 15.4) as described in Section 14.7 (any advances for the repayment to Agent and Lenders of such advances are herein referred to as “Agent Advances”)Extraordinary Expenses; provided, however, that the Required Lenders may at any time revoke the Agent’s 's authorization to make any such Agent Advances. Any such revocation must be in writing and Advances by written notice to Agent, which shall become effective prospectively upon the and after Agent’s 's actual receipt thereof. (ii) The . Absent such revocation, Agent's determination that the making of an Agent Advance is required for any such purposes shall be conclusive. Each Lender shall participate in each Agent Advance in an amount equal to its Pro Rata share of the Revolver Commitments. Notwithstanding the foregoing, the maximum amount of Agent Advances outstanding at any time, when added to the aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders) and shall not exceed 30 days if such Agent Advance constitutes an Out-of-Formula Loan. The aggregate amount of Loans made pursuant to this Section 2.1.6 and Section 13.9.4 shall not exceed $5,000,000 in the aggregate at any time. Nothing in this Section 2.1.6 shall be secured construed to limit in any way the amount of Extraordinary Expenses that may be incurred by the Collateral Agent’s Liens in Agent and that Borrowers shall be obligated to reimburse to Agent to the Collateral and shall constitute Base Rate Loans and Obligations hereunderextent provided for in the Loan Documents.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX SECTION 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Companies pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 SECTION 10 (any of such advances are herein the Advances described in this SECTION 2.3(E) shall be referred to as “Agent Advances”"AGENT ADVANCES"); providedPROVIDED, HOWEVER, that notwithstanding anything to the Required Lenders may contrary contained in this SECTION 2.3(E), the aggregate principal amount of Agent Advances outstanding at any time revoke time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with SECTION 2.3(I) hereof outstanding at such time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $3,000,000. Each Agent Advances. Any Advance shall be deemed to be an Advance hereunder, except that no such revocation must Agent Advance shall be in writing eligible to be a LIBOR Rate Loan and all payments thereon shall become effective prospectively upon the Agent’s receipt thereofbe payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Collateral Agent’s 's Liens in granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to the Collateral and shall constitute time to Advances that are Base Rate Loans and Obligations hereunderLoans.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.18, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX V have not been satisfied, to make Base Rate Revolving Facility Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, (1) in its good faith judgmentPermitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) in its Permitted Discretion, deems necessary or desirable to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)ABL Credit Obligations, and/or or (3) in its reasonable business judgment, deems necessary or desirable to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 10.04 (any of such the advances are herein described in the foregoing clauses (1) and (2) being hereinafter referred to as “Protective Advances”; any of the advances described in the foregoing clause (3) being hereinafter referred to as “Overadvances”, and such Overadvances together with any Protective Advances, collectively, “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure (except for and excluding amounts charged to the Loan Account for interest, fees, or other expenses of the Lenders) after giving effect to any Agent Advance shall not exceed the Maximum CreditRevolving Loan Limit and (y) Agent Advances outstanding and unpaid at no time will exceed 10% of the Borrowing Base then in effect in the aggregate; provided, further, that the Required Revolving Facility Lenders may revoke the Administrative Agent’s authorization contained in this Section 2.18 to make additional Overadvances at any time revoke the Agent’s authorization to make Agent Advances. Any after any Overadvances have been outstanding for thirty (30) consecutive days, any such revocation must to be in writing and shall to become effective prospectively upon the Administrative Agent’s receipt thereofthereof provided further that no Protective Advances shall be revocable. (iib) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral Collateral, shall constitute Revolving Facility Loans and ABL Credit Obligations hereunder, and shall constitute bear interest at the rate applicable to Base Rate Loans and Obligations from time to time. The Administrative Agent shall notify each Lender in writing of each Agent Advance; provided that any delay or failure of the Administrative Agent in providing any such notice to any Lender shall not result in any liability or constitute the breach of any duty or obligation of the Administrative Agent hereunder.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (Bii) at any time that any of the other conditions precedent set forth in Article IX Section 3.2 (to the extent applicable) have not been satisfied, or (iii) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $5,000,000, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Loan Parties pursuant to the terms of this AgreementAgreement or any other Loan Document, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) The . In no event shall the Aggregate Revolving Credit Exposure, after giving effect to any Agent Advance, exceed the Aggregate Revolving Commitment Amount. Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder, bear interest at the Applicable Rate, and be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (or, if any Lender shall have made payment in respect thereof to the Administrative Agent as contemplated in the following clause (c), for the account of such Lender) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia, time) as of such date, and each Lender’s Pro Rata Share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia, time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its Pro Rata Share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 3.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 8.1(h) or (i) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers, or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.23.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal Table of Contents amount of all outstanding Revolving Loans and Letter of Credit Obligations do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke Five Million Dollars ($5,000,000), (y) the Agent’s authorization aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations does not exceed the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute Base Rate Loans and Obligations hereunderLoans. Agent Advances shall be repaid on demand by Administrative Agent.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $40,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrowers written notice of any Agent Advance. (ii) The All Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (except to the extent Lenders have funded participations therein pursuant to clause (iii) below) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding by 12:00 noon (Atlanta, Georgia, time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia, time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding and any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Aggregate Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $40,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrowers written notice of any Agent Advance. (ii) The All Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Loans Advance. Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (except to the extent Lenders have funded participations therein pursuant to clause (iii) below) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding by 12:00 noon (Atlanta, Georgia, time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia, time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding and any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, or (Bii) at any time that any of the other conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed the lesser of $20,000,000 and 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to (including such Agent Advances) shall not exceed the Maximum Revolver Amount) Amount and provided further that at no time shall such Agent Advances, together with the Overadvances outstanding at such time, if any, exceed the lesser of $30,000,000 and 15% of the Borrowing Base)), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 15.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) hereof outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,500,000. Each Agent Advances. Any Advance shall be deemed to be an Advance hereunder, except that no such revocation must Agent Advance shall be in writing eligible to be a LIBOR Rate Loan and all payments thereon shall become effective prospectively upon the Agent’s receipt thereofbe payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and shall Loan Documents, constitute Base Rate Loans Advances and Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower U.S. Borrowers and the Revolving Credit U.S. Lenders, from time to time in the Agent’s sole discretion, upon discretion after notice to the Revolving Credit Lendersand consultation with ATI, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrower U.S. Borrowers on behalf of the U.S. Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans Revolving Loans, Letter of Credit Outstandings and other Obligations (other than Bank Product Obligations) (including through Base Rate Loans to provide cash collateral for outstanding Letters of Credit to the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsextent not otherwise Fully Supported by the U.S. Borrowers in accordance with Section 1.3(b) or (g)), and/or or (3) to pay any other amount chargeable to the any U.S. Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (A) the aggregate amount of Agent Advances shall not exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX X have not been satisfied, to make Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to one or more of the Borrower Borrowers pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 15.7 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; and provided further, that the Agent shall not make Agent Advances for purposes described in clauses (B) and (C) above which would cause Total Exposure to exceed the Availability of the Borrowers. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest as Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(i), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Revolving Loans to any of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 16.7 (any of such the advances are herein described in this SECTION 2.2(i) being hereinafter referred to as “"Agent Advances”"); providedPROVIDED, that (i) the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof, and (ii) immediately after giving effect to the making of the Agent Advances, the sum of (x) the aggregate unpaid balance of all Revolving Loans made to the Borrowers at such time, (y) the aggregate undrawn amount of all outstanding Letters of Credit and (z) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit shall not exceed the Maximum Revolver Amount or $25,000,000 in excess of clause (a)(ii) of the definition of Combined Availability at such time. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, Default or (B) at any time that any of the other conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the Borrowing Base (provided at such time, that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable desirable: (1i) to preserve or protect the Collateral, or any portion thereof, ; (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate the Borrowers using any proceeds of such Revolving Loans for the purpose of enabling Holdings and its Subsidiaries to meet their pay payroll and associated Tax tax obligations), and/or ; or (3iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 15.7 (any of such advances are herein referred to as “Agent Advances”); providedprovided that after giving effect to the making of any Agent Advance, that the Aggregate Revolver Outstandings shall not exceed the Maximum Revolver Amount. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, or (Bii) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $10,000,000 which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, provided that the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make Agent Advances; provided, further, that after giving effect to the making of any Agent Advance, the Aggregate Revolver Outstandings shall not exceed the Maximum Revolver Amount. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. (ii) . Absent such revocation, the Administrative Agent's determination that the making of an Agent Advance is required for any such purposes shall be conclusive. The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth in this subsection 2.1(a)(ii), Agent is hereby authorized by Lenders (and, with respect to clauses (B)(3) and (B)(4) below, the Agent is hereby authorized by the both Borrower and the Revolving Credit Lenders), from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, : (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section 7.2 have not been satisfiedsatisfied (including without limitation the condition precedent that the Loan Outstandings not exceed the Borrowing Base plus any other then outstanding Agent Advances), to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable desirable: (1) to preserve or protect the business conducted by Borrower, the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including interest costs, fees and expenses as described in and chargeable to the Borrower under Section 14.7 9.1 and/or Section 9.4 or (4) to satisfy payment obligations under Support Agreements (any of such the advances are herein described in this subsection 2.1(a)(ii) being hereafter referred to as “Agent Advances”); provided: (i) except with respect to Agent Advances which are applied in the manner described in the preceding clauses (3) and (4), that the Required Lenders (or, with respect to its authorization, the Borrower) may at any time revoke the Agent’s authorization to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof. , (ii) The Agent Advances shall be secured by made solely as Prime Rate Loans, (iii) the Collateral Agent’s Liens in and aggregate amount of Agent Advances outstanding at any time, exclusive of those made pursuant to the Collateral preceding clauses (3) and (4), shall constitute Base Rate not exceed $1,500,000 and (iv) Agent shall be prohibited from making Agent Advances to the extent the making thereof would cause the Loan Outstandings (inclusive of Agent Advances) to exceed the Loan Commitment. Notwithstanding anything contained herein or elsewhere in this Credit Agreement to the contrary, Agent Advances may be made in the event the “Conditions to Initial Loans” set forth in subsection 7.1(b) or other conditions to Loans and Obligations hereunderset forth in Section 7.2 have not been satisfied.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 105% of the Borrowing Base (provided that the making of any such Loan does but not cause the Aggregate Revolver Outstandings to exceed in the aggregate, with all of the Revolving Loans outstanding, the Maximum Revolver Amount) for a period not to exceed thirty (30) continuous days, which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(i), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE 10 have not been satisfied, to make Base Rate Revolving Loans to any of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 16.7 (any of such the advances are herein described in this SECTION 2.2(i) being hereinafter referred to as “"Agent Advances”"); providedPROVIDED, that (i) the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof, and (ii) immediately after giving effect to the making of the Agent Advances, the sum of (x) the aggregate unpaid balance of all Revolving Loans and Term Loans made to the Borrowers at such time, (y) the aggregate undrawn amount of all outstanding Letters of Credit and (z) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit shall not exceed the Maximum Revolver Amount or $25,000,000 in excess of clause (a)(ii) of the definition of Combined Availability at such time. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (ia) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX III have not been satisfied, or (C) at any time that an Overadvance exists or would result from any Agent Advance (as defined below), to make LIBOR Index Rate Loans (or, to the extent required pursuant to Section 2.18 or Section 2.18, Base Rate Loans Loans) to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed the greater of 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) Revolving Commitments and $6,500,000, which the Agent, in its good faith judgment, Administrative Agent deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrower Representative written notice of any Agent Advance. In no event shall the Aggregate Revolving Credit Exposure, after giving effect to any Agent Advance, exceed the Aggregate Revolving Commitment Amount. (iib) The Agent Advances shall be payable on demand, shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder and shall be deemed funded as Tranche A Revolving Loans or Tranche A-1 Revolving Loans in accordance with Section 2.2(c) hereof. Each Agent Advance shall bear interest as a LIBOR Index Rate Loan (or, to the extent required pursuant to Section 2.18 or Section 2.19, Base Rate Loans Loans). Each Agent Advance shall be subject to all terms and Obligations conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (c) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 10:00 a.m. as of such date, and each Lender's Pro Rata Share thereof. Each Lender shall before 1:00 p.m. on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its Pro Rata Share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Article III. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 8.1(g) or 8.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender's Pro Rata Share of the Aggregate Revolving Commitments and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender's participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.8.

Agent Advances. (iA) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX ARTICLE 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% seven and one half percent (7.5%) of the Borrowing Base (provided that the making but not in excess of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) Amount which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 13.7 (any of such advances are herein referred to as “Agent Advances”"AGENT ADVANCES"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (iiB) The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (Ax) after the occurrence of a Default or an Event of Default, or (By) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, the Pledged Collateral and the Guarantor Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 15.7 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “"Agent Advances”"); provided, that the Agent shall not make any Agent Advance to the Borrower if the amount thereof would exceed the Revolver Availability of the Borrower on the Funding Date applicable thereto; and provided, further, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to Collateral, the Pledged Collateral and the Guarantor Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify the Borrower and each Lender in writing of each such Agent Advance.

Agent Advances. In the event that the Borrower is unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 3.2(a) (other than clauses (i) Subject and (ii)(x) thereof), the Lenders, subject to the limitations set forth belowimmediately succeeding two provisos, hereby authorize the Agent is authorized by Administrative Agent, for the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any account of the other conditions precedent set forth in Article IX have not been satisfiedLenders, to make Base Rate Revolving Loans to the Borrower on behalf of Borrower, solely in the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided event that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, Administrative Agent in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costsdocumented Expenses and fees which are invoiced in reasonable detail; provided that such Revolving Loans may only be made as Base Rate Loans (each, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as an “Agent AdvancesAdvance”), for a period commencing on the date the Administrative Agent first receives a Funding Notice requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date, (y) the date the Borrower is again able to comply with the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (z) the date the Requisite Lenders instruct the Administrative Agent to cease making Agent Advances; providedprovided further, that the Required Lenders may Administrative Agent shall not make any Agent Advance to the extent that at any the time revoke of the Agent’s authorization making of such Agent Advance, (I) the amount of such Agent Advance when added to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The aggregate outstanding amount of all other Agent Advances shall at such time, would exceed 10% of the Aggregate Borrowing Base at such time or (II) the amount of such Agent Advance (after giving effect thereto) would cause the Revolving Exposure of any Lender to exceed the amount of such Lender’s Commitment at such time. Agent Advances may be secured made by the Collateral Agent’s Liens Administrative Agent in its sole discretion and the Borrower shall have no right whatsoever to require that any Agent Advances be made, provided that the Collateral and Administrative Agent shall constitute Base Rate Loans and Obligations hereunderpromptly notify the Borrower following the occurrence of an Agent Advance. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.15(h).

Agent Advances. (i) Subject Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth belowin this Section 2.1(e), the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lendersdiscretion (but shall have absolutely no obligation to), (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans advances to the Borrower Borrowers, on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) all Lenders, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that (i) the Required Lenders may aggregate amount of Agent Advances outstanding at any time revoke time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Agent Advances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. All Agent Advances shall be secured by the Collateral and shall constitute Obligations hereunder. All Agent Advances shall be Base Rate Advances. The Administrative Agent’s authorization to make Agent AdvancesAdvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. (ii) Upon the making of an Agent Advance by the Administrative Agent in accordance with the terms hereof, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its Revolving Commitment Ratio. From and after the date, if any, on which any Lender is required to fund its participation in any Agent Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Commitment Ratio of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Agent Advance. (iii) Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iv) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be secured by the Collateral Agent’s Liens in and deemed to have made a Revolving Loan to the Collateral Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Sections 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall constitute Base Rate Loans deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and Obligations hereunderconditions of Section 2.2(e).

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the CollateralCollateral and any other collateral securing the Obligations, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations (including through Base Rate Loans for other than the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsBank Product Obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); , provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke one time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 5.0% of the Borrowing Base then in effect and (y) $10,000,000. Each Agent Advance shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof). (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth belowbelow and provided same are not to be utilized to repay Bank Products, the Agent is authorized by the each Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of while a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfiedDefault has occurred and is continuing, to make Base Prime Rate Revolving Loans to the a Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the Borrowing Base (provided Line Cap, but not in excess of the amount that the making of any such Loan does not would cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) , which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to maintain, preserve or protect the Collateral, or any portion thereof, or the Lenders’ rights under any of the Loan Documents, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including documented and reasonable costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (A) if there are three Lenders, any two of them may at any time revoke the authorization of the Agent to make Agent Advances and (B) if there are four or more Lenders, the Required Lenders may at any time revoke the Agent’s authorization of the Agent to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s and Royal Bank’s receipt thereof. (iii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Prime Rate Revolving Loans or Base Rate Loans Revolving Loans, as the case may be, and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, Default or (B) at any time that any of the other conditions precedent set forth in Article IX IV have not been satisfied, to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base Fifteen Million Dollars (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $15,000,000), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate the Borrowers using any proceeds of such Revolving Loans for the purpose of enabling Holdings and its Subsidiaries to meet their pay payroll and associated Tax tax obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 9.04 (any of such advances are herein referred to as “"Agent Advances”"); providedprovided that, that after giving effect to the making of any Agent Advance, the Aggregate Revolver Outstandings shall not exceed the Maximum Revolver Amount. The Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (ii) . The Agent Advances shall be secured by the Collateral Agent’s 's Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon discretion after notice to the Revolving Credit Lendersand consultation with ATI, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans to provide cash collateral for outstanding Letters of Credit to the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsextent not otherwise funded by the Borrowers in accordance with Section 1.4(b) or (g)), and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that (A) at no time shall the aggregate amount of Agent Advances exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.6.3, the Agent is hereby authorized by the Borrower Lenders and the Revolving Credit LendersBorrower, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, Default or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE V (Conditions Precedent) have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costsincluding, fees and expenses as described in Section 14.7 without limitation, Enforcement Costs (any of such advances are herein the Advances described in this Section 2.6.3 being hereinafter referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.6.3 to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; and provided further, that the Agent shall not make Agent Advances above that would cause the Revolver Usage otherwise permitted to be outstanding under this Agreement to exceed the lesser of the Total Revolving Credit Committed Amount or the Borrowing Base. Nothing in this Section 2.6.3 shall imply any limitation on the obligations of the Borrower to pay the Obligations including, without limitation, Enforcement Costs or on the obligations of the Lenders under Section 9.19 (Indemnification). (iib) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in Collateral, shall constitute Advances and Obligations, and shall bear interest at the rate applicable to the Collateral and Revolving Loan from time to time. The Agent shall constitute Base Rate Loans and Obligations hereundernotify each Lender in writing of each such Agent Advance.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.18, the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX V have not been satisfied, to make Base Rate Revolving Facility Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)ABL Credit Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 10.04 (any of such the advances are herein described in this Section 2.18 being hereinafter referred to as “"Agent Advances”"); providedprovided that (x) the Revolving Facility Credit Exposure after giving effect to any Agent Advance shall not exceed the Revolving Facility Commitment and (y) Agent Advances outstanding and unpaid at no time will exceed $10,000,000 in the aggregate, and provided further, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.18 to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof. (iib) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Facility Loans and Obligations hereunder, and shall bear interest at the rate applicable to Base Rate Loans from time to time. Agent shall notify each Lender in writing of each Agent Advance; provided that any delay or failure of Agent in providing any such notice to any Lender shall not result in any liability or constitute the breach of any duty or obligation of Agent hereunder.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(I), the Agent is hereby authorized by the each Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default an Event or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX SECTION 11 have not been satisfied, to make Base Rate Revolving Loans to the each Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the each such Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 17.10 (any of such the advances are herein described in this SECTION 2.2(I) being hereinafter referred to as “"Agent Advances”"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(I) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof, and PROVIDED, FURTHER, that at no time shall the Agent make an Agent Advance in an amount that would result in Availability at such time being exceeded. (ii) The Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, terms of any separate written agreement among the Agent is authorized by the Borrower Agents and the Revolving Credit Lenders, any Agent may from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, make such disbursements and advances (A(“Agent Advances”) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10the lesser of (x) $10,000,000, and (y) 10.0% of the Borrowing Base (provided at the time such Agent Advance is made), in the aggregate; provided, that the making aggregate amount of any such Loan does Agent Advances shall either (A) not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amountdifference between (i) the aggregate Revolving Commitments of all Lenders and (ii) the Total Utilization of Revolving Commitments or (B) not exceed the Borrowing Base less the sum of (i) the Total Utilization Revolving Commitments and (ii) the aggregate principal amount of Term Loans outstanding) which the such Agent, in its good faith judgmentsole discretion, deems necessary or desirable (1) to preserve preserve, protect, prepare for sale or protect lease or dispose of the Collateral, Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, of repayment by the Applicable Borrowers of the Loans Loans, Letter of Credit usage and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) or to pay any other amount chargeable to the Borrower Applicable Borrowers pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances10.2 and Section 10.3. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The Agent Advances shall be repayable by the Borrowers on demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans. The Agent Advances shall constitute Obligations hereunder which may be charged to the Borrowing Base Agent Loan Account in accordance with Section 2.15(f). Without limitation to its obligations pursuant to Section 9.3, each Lender agrees that it shall make available to the Agent making such Agent Advances, upon such Agent’s Liens demand, in and Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Agent Advance. If such funds are not made available to the Collateral Agent making such Agent Advances by such Lender, such Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Agent, at the Federal Funds Rate for 3 Business Days and shall constitute thereafter at the Base Rate Loans and Obligations hereunderRate.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrower and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 12.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate Revolving Outstandings do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its sole discretion, determined in good faith judgment, deems fxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke the Agent’s authorization greater of (i) $30,000,000 and (ii) 10% of the Revolving Commitment, (y) the aggregate Revolving Outstandings and Swing Line Outstandings does not exceed the Revolving Commitments, and (z) Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand by Agent.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Agent is hereby authorized by the Borrower Bxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Bxxxxxxx and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 12.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate Revolving Outstandings do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its sole discretion, determined in good faith judgment, deems fxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke the Agent’s authorization greater of (i) $30,000,000 and (ii) 10% of the Revolving Commitment, (y) the aggregate Revolving Outstandings and Swing Line Outstandings does not exceed the Revolving Commitments, and (z) Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must be For all purposes in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The this Agreement, Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral treated as Revolving Loans and shall constitute a Base Rate Loans and Obligations hereunderLoan. Agent Advances shall be repaid on demand by Agent.

Agent Advances. (ia) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, discretion (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX but shall have not been satisfiedabsolutely no obligation to), to make Base Rate Loans to the Borrower Borrower, on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) all Lenders, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1i) to preserve or protect the Collateral, or any portion thereof, (2ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses as described in Section 14.7 9.03) and other sums payable under the Loan Documents (any of such advances Loans are herein referred to as “Agent Advances”); providedprovided that, that the Required Lenders may aggregate amount of Agent Advances outstanding at any time revoke shall not at any time exceed $5,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Agent Advances being made shall not exceed the Aggregate Revolving Commitment. Agent Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Agent Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Agent Advances shall be CBFR Borrowings. The Administrative Agent’s authorization to make Agent AdvancesAdvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay an Agent Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (iib) The Upon the making of an Agent Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be secured deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Agent Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Agent Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent’s Liens Administrative Agent in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunderrespect of such Agent Advance.

Agent Advances. In the event that (i) Subject the U.S. ABL Borrowers are, or the European Borrower is, unable to comply with the Borrowing Base limitations set forth belowin Section 1.01(d) or (ii) the U.S. ABL Borrowers are, or the Agent is authorized by European Borrower is, unable to comply with the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice conditions precedent to the making of Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent Loans set forth in Article IX have not been satisfiedSection 6, in either case, the ABL Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the ABL Lenders, to make Base Rate Revolving Loans to the Borrower U.S. ABL Borrowers (on behalf of a joint and several basis) and/or to the Lenders European Borrower, in an aggregate principal amount outstanding at any time not either case solely to exceed 10% of the Borrowing Base (provided extent that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, Administrative Agent in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower ABL Borrowers pursuant to the terms of this Agreement, including costsincluding, fees without limitation, Expenses and expenses Fees, which Revolving Loans may only be made as described in Section 14.7 Base Rate Loans (any of such advances are herein referred to as each, an “Agent AdvancesAdvance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (x) the 20th Business Day after such date, (y) the date the respective ABL Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtains an amendment or waiver with respect thereto and (z) the date the ABL Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided, provided that the Required Lenders may Administrative Agent shall not make any Agent Advance to the extent that at any the time revoke of the Agent’s authorization making of such Agent Advance, the amount of such Agent Advance (I) when added to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (ii) The aggregate outstanding amount of all other Agent Advances shall made to the ABL Borrowers at such time, would exceed 10% of the Total Borrowing Base at such time (based on the Borrowing Base Certificate most recently delivered) (the “Agent Advance Amount”) or (II) when added to the Aggregate RL Facility Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Revolving Loan Commitment at such time. Agent Advances may be secured made by the Collateral Agent’s Liens Administrative Agent in its sole discretion and the ABL Borrowers shall have no right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Collateral and shall constitute Base Rate Loans and Obligations hereunderABL Lenders pursuant to Section 1.04(b).

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 15.7 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; and provided further that, subject to the final proviso of Section 13.2, the Agent shall not intentionally make Agent Advances which would cause the Aggregate Revolver Outstandings to exceed the Borrowing Base. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the Base Rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender in writing of each such Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Agent hereby is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence and during the continuance of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX Section 3 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, Permitted Discretion deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, of repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees fees, and expenses as described in Section 14.7 10 (any of such advances are herein the Advances described in this Section 2.3(e) shall be referred to as “"Agent Advances”"); provided, that notwithstanding anything to the Required Lenders may contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time revoke one time, when taken together with the Agent’s authorization aggregate principal amount of Overadvances made in accordance with Section 2.3(i) outstanding at any time, shall not exceed an amount equal to make the lesser of (x) 10% of the Borrowing Base then in effect and (y) $3,000,000. Each Agent Advances. Any such revocation must be in writing Advance is an Advance hereunder and shall become effective prospectively upon be subject to all the Agent’s receipt thereofterms and conditions applicable to other Advances, except that all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s 's Liens in and granted to Agent under the Collateral and Loan Documents, shall constitute Base Rate Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(j)(i), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole 's discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX 9 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 14.6 (any of such the advances are herein described in this Section 2.2(j)(i) being hereinafter referred to as “"Agent Advances”"); provided, that the Required Agent shall not make any Agent Advance to any Borrower if the amount thereof would exceed the lesser of Availability or Individual Availability with respect to such Borrower on the Funding Date applicable thereto; and provided, further, that the Majority Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(j)(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof. (ii) The Agent Advances shall be repayable on demand and secured by the Collateral Agent’s Liens in and to the Collateral and Collateral, shall constitute Base Rate Revolving Loans and Obligations hereunder, and shall bear interest at the rate applicable to the Revolving Loans from time to time. The Agent shall notify each Lender and the applicable Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance.