Common use of Agent Advances Clause in Contracts

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed the Maximum Revolver Amount) which the Agent, in its 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, 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 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 authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (5% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority 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. (Bii) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth belowin the proviso contained in this Section 2.1(g), the Agent hereby is authorized by the Borrower and the Lenders, from time to time in the Agent’s 's sole discretion, (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 8 Section 3 have not been satisfied, to make Alternate Base Rate Revolving Loans Advances to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed the Maximum Revolver Amount) which the that Agent, in its 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, of repayment of the Loans and other Obligations, 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 13.7 10 (any of such advances are herein the Advances described in this Section 2.1(g) being hereinafter referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.1(g) 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. (Bii) The Agent Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral and Collateral, shall constitute Alternate Base Rate Revolving Loans Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to the Advances pursuant to Section 2.6 hereof.

Agent Advances. (A1) 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 Lenders, from time to time in the Agent’s 's sole discretion, (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 8 10 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed the Maximum Revolver Amount) which the Agent, in its 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, 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 13.7 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 '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.; (B2) The Agent Advances shall be repayable on demand and secured by the Agent’s Liens in and to the Collateral and Collateral, shall constitute Alternate 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. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers or any of them, on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (but not to exceed 10.0%) of the Maximum Revolver Amount) Borrowing Base which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, provided 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. (B) . Absent such revocation, the 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 Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion, : (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 8 below have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (10%) of the Borrowing Base (but not to exceed in excess of the Maximum Revolver Amount) which the Agent, in its reasonable business judgment, deems necessary or desirable 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, ; 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 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority 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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 ARTICLE 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (5% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 SECTION 13.7 (any of such advances are herein referred to as “Agent Advances”"AGENT ADVANCES"); provided, 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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 VIII have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (5% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 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. (Bii) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (5% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority 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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to Section 1.2(g) and the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole discretion, (Aa) after the occurrence of a Default or an Event of Default, or (Bb) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (but not to exceed 10%) of the Maximum Revolver Amount) Borrowing Base which the Agent, in its 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, 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 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 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. (B) . Absent such revocation, the 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 Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans (other than Ex-Im Bank Guaranteed Loans) to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed 10% of the Maximum Revolver Amount) Borrowing Base, which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, provided 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth -------------- below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole discretion, (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 8 have not been --------- satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers or any of them on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (but not to exceed 10.0%) of the Maximum Revolver Amount) Borrowing Base which the Agent, in its 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, 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 ------- 13.7 (any of such advances are herein referred to as “"Agent ---- ----- Advances”"); provided, provided 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. (B) . Absent such revocation, the 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 Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to Section 1.2(g) and the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole discretion, (Aa) after the occurrence of a Default or an Event of Default, or (Bb) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (but not to exceed 10%) of the Maximum Revolver Amount) Borrowing Base which the Agent, in its 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, 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 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 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. (B) . Absent such revocation, the 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 Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 15,000,000 (but not to exceed in the aggregate, together with all of the Revolving Loans outstanding, the Maximum Revolver AmountAmount or, together with all of the Out-of-Formula Loans pursuant to Section 1.2(i) outstanding, $20,000,000) for a period not to exceed thirty (30) continuous days, which the Agent, in its 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, 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 13.7 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. (B) . The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 seven and one half percent (7.5%) of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority 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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, (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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower (or in the case of Foamex, of the aggregate Borrowing Bases of Foamex and Foamex Canada) but not to exceed in the aggregate for all the Borrowers in excess of the Maximum Revolver Amount) , which the Administrative Agent, in its 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, 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 13.7 14.7 (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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s 's sole 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 ARTICLE 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 SECTION 13.7 (any of such advances are herein referred to as “"Agent Advances”"); providedPROVIDED, 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Obligated Parties and the Lenders, from time to time in the Agent’s sole discretion, : (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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 ten percent (10%) of the Borrowing Base (but not to exceed in excess of the Maximum Revolver Amount) which that the Agent, in its reasonable business judgment, reasonably exercised, deems necessary or desirable 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, ; or (3C) to pay any other amount chargeable to the Borrower Obligated Parties pursuant to the terms of this AgreementAgreement and the other Loan Documents, including costs, fees fees, and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority 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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but 10% of the Borrowing Base, but, together with all other Revolving Loans and Letters of Credit outstanding, not to exceed in excess of the Maximum Revolver Amount) , which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A1) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, or (3iii) to pay any other amount properly chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Majority 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. (B2) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (5% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 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 authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (Bii) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 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 authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s 's sole discretion, (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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower (or in the case of Foamex, of the aggregate Borrowing Bases of Foamex and Foamex Canada) but not to exceed in the aggregate for all the Borrowers in excess of the Maximum Revolver Amount) , which the Administrative Agent, in its 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, 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 13.7 14.7 (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 '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. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole 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 8 have not been satisfied, to make Alternate Base Rate Revolving Loans to the any Borrower on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (10% of the Borrowing Base of such Borrower but not to exceed in excess of the Maximum Revolver Amount) Amount which the Agent, in its 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, 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 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, 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. (B) The Agent Advances shall be secured by the Agent’s 's Liens in and to the Collateral and shall constitute Alternate Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (Ai) Subject to the limitations set forth belowin the proviso contained in this Section 2.1(g), the Agent hereby is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s 's sole discretion, (A1) after the occurrence and during the continuance of a Default or an Event of Default (but without constituting a waiver of such Default or Event of Default, ) or (B2) at any time that any of the other applicable conditions precedent set forth in Article 8 Section 3.1 or 3.2 have not been satisfied, to make Alternate Base Rate Revolving Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed the Maximum Revolver Amount) which the Agent, in its 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, 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 13.7 10 (any of such advances are herein the Advances described in this Section 2.1(g) being hereinafter referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.1(g) 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. (Bii) The Agent Advances shall be repayable by Borrowers on demand and secured by the Agent’s Liens in and to the Collateral and Collateral, shall constitute Alternate Base Rate Revolving Loans Advances and Obligations hereunder, and shall bear interest at the rate then applicable to Advances pursuant to Section 2.6.

Agent Advances. (A) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Agent’s sole 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 8 have not been satisfied, to make Alternate Base Rate CBFR Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $5,000,000 (but not to exceed the Maximum Revolver Amount) which the Agent, in its 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, 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 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 authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. (B) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Alternate Base Rate CBFR Revolving Loans and Obligations hereunder.