Common use of Optional Overadvances Clause in Contracts

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or Foothill, as applicable, and Foothill Group Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Foothill Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, (i) the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten percent (10%) and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, Foothill, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(b) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Swing Loans) to Borrower such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten percent (10%) and (ii) the outstanding Revolving Facility Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum lesser of the Borrowing Base less the Excess Availability Requirement or the Tranche B Borrowing Base less the Excess Availability Requirement, by more than ten percent (10%) of the then available Borrowing Base less the Excess Availability Requirement or Tranche B Borrowing Base less the Excess Availability Requirement, as applicable, or the aggregate Revolving AmountCredit Commitment of all Revolving Credit Lenders or the amount approved to be borrowed by way of Advances and L/Cs in the Interim Order or the Final Order, whichever is then in effect, and (ii) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 45 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Borrowers in any way. The Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.2(i) shall be subject to the same terms and conditions as any other Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.7(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or Foothill, as applicable, and Foothill Group Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Loans) to Borrower such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Advances, the sum of then extant amount of outstanding Revolving Facility Advances, plus the then extant amount of the Letter of Credit Usage does not exceed the Borrowing Base by more than ten percent (10%) Maximum Revolver Amount and (ii) at the outstanding Revolving Facility Usage (except for and excluding amounts charged to time of the Loan Account for interestmaking of any such Advance, fees, or Foothill Group Expenses) Agent does not exceed believe, in good faith, that the Maximum Revolving AmountOveradvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, Foothill, Agent and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Borrowers in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(g) shall be subject to the same terms and conditions as any other Advance or Foothill Loan, as applicableAdvance, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l. (i) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility the Revolver Usage exceeds the amount amounts permitted by the preceding paragraph, regardless of the amount of of, or reason for for, such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any furtheradditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower Borrowers and intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction and/or or repayment of any Overadvance, the terms of reduction and/or or repayment thereof shall be implemented according to the determination of the Required Lenders. . (ii) Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.3(d) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.3(g), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Swing Loans) to any Borrower such failure of condition notwithstandingnotwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to, such Advances, the outstanding Revolving Facility Revolver Usage of the applicable Borrower does not exceed the Borrowing Base of the applicable Borrower by more than ten percent (10%) and $5,000,000, (ii) after giving effect to, such Advances, the outstanding Revolving Facility Usage US Borrower Revolver Usage, UK Borrower Revolver Usage, or the PR Borrower Revolver Usage, as applicable, (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the US Borrower Maximum Revolving Revolver Amount, the UK Borrower Maximum Revolver Amount, or the PR Borrower Maximum Revolver Amount, as applicable, (iii) after giving effect to any such Overadvance, the aggregate principal amount of outstanding Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.3(i) shall not exceed the result of (A) $10,000,000 minus (B) the aggregate principal amount of Agent Advances outstanding under Section 2.3(e), and (iv) at the time of the making of any such Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Obligors in any way. The Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(i) shall be subject to the same terms and conditions as any other Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Revolving Advances (including Foothill Swing Loans) to Borrower such failure of condition notwithstandingnotwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Revolving Advances, the outstanding Revolving Facility Adjusted Revolver Usage does not exceed the Borrowing Base by more than ten percent (10%) and $5,000,000, (ii) after giving effect to such Revolving Advances, the outstanding Revolving Facility Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolver Amount, and (iii) at the time of the making of any such Revolving AmountAdvance, Agent does not believe, in good faith, that the Overadvance created by such Revolving Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower in any way. The Revolving Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(i) shall be subject to the same terms and conditions as any other Revolving Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Revolving Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l. (A) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility the Revolver Usage exceeds the amount amounts permitted by the preceding paragraph, regardless of the amount of of, or reason for for, such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any furtheradditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Advances to Borrower to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction and/or or repayment of any Overadvance, the terms of reduction and/or or repayment thereof shall be implemented according to the determination of the Required Lenders. . (B) Each Lender with a Revolver Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.3(f) for the amount of such Lender's ’s Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Swing Loans) to Borrower such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Advances (including Swing Loans), the outstanding Revolving Facility Revolver Usage does not exceed the Borrowing Base by more than ten percent (10%) and $4,500,000, (ii) after giving effect to such Advances (including Swing Loans), the outstanding Revolving Facility Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Borrowers in any way. The Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(i) shall be subject to the same terms and conditions as any other Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l. (A) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility the Revolver Usage exceeds the amount amounts permitted by the preceding paragraph, regardless of the amount of of, or reason for for, such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any furtheradditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction and/or or repayment of any Overadvance, the terms of reduction and/or or repayment thereof shall be implemented according to the determination of the Required Lenders. . (B) Each Lender with a Revolver Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.3(f) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Swing Loans) to Borrower such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Advances, the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten percent (10%) and (ii) the outstanding Revolving Facility Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Revolver Amount, and (ii) at the time of the making of any such Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Borrowers in any way. The Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(i) shall be subject to the same terms and conditions as any other Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. . A. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility the Revolver Usage exceeds the amount amounts permitted by the preceding paragraph, regardless of the amount of of, or reason for for, such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any furtheradditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction and/or or repayment of any Overadvance, the terms of reduction and/or or repayment thereof shall be implemented according to the determination of the Required Lenders. . B. Each Lender with a Revolver Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.3(f) for the amount of such Lender's ’s Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions condition for borrowing under Section 3.2 3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or Foothill, as applicable, and Foothill Group Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Foothill Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, time (i) the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten five percent (105%) of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, Foothill, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(l2.1(k) shall be subject to the same terms and conditions as any other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(b) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (any, or any further) , intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses)) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Group Expenses.

Optional Overadvances. Any contrary provision of this --------------------- Agreement notwithstanding, if the conditions condition for borrowing under Section 3.2 3.2(d) -------------- cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or Foothill, as applicable, and Foothill Group Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Foothill Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, (i) the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten five percent (105%) and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, Foothill, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(l2.1(k) shall be subject to the same terms and conditions as any -------------- other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(b2.6(c) hereof without -------------- regard to the presence or absence of a Default or Event of Default; provided, -------- that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l2.1(k) to make Overadvances (except for -------------- and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.1(h) for the amount of such Lender's Pro Rata Share of any -------------- unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.1(k), and any Overadvances -------------- resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions condition for borrowing under Section 3.2 3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or Foothill, as applicable, and Foothill Group Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Foothill Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, time (i) the outstanding Revolving Facility Usage does not exceed the Borrowing Base by more than ten five percent (105.0%) of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, Foothill, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(l2.1(k) shall be subject to the same terms and conditions as any other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(b) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (any, or any further) , intentional Overadvances ([except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) ] unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.1(h) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.1(k), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the conditions for borrowing under Section 3.2 cannot be fulfilled, the Lenders nonetheless hereby authorize Foothill Group Agent or FoothillSwing Lender, as applicable, and Foothill Group Agent or FoothillSwing Lender, as applicable, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Advances (including Foothill Swing Loans) to Borrower such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as, at any time, as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Revolving Facility Revolver Usage with respect to the Borrowers does not exceed the Borrowing Base by more than ten percent (10%) and $5,000,000, (ii) after giving effect to such Advances (including a Swing Loan) the outstanding Revolving Facility Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) does not exceed the Maximum Revolving Revolver Amount, and (iii) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Foothill Group Agent, FoothillSwing Lender, and the Lenders with a Commitment to make Advances and are not intended to benefit Borrower Loan Parties in any way. The Advances and Foothill Swing Loans, as applicable, that are made pursuant to this Section 2.1(l2.3(i) shall be subject to the same terms and conditions as any other Advance or Foothill Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.6(b2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Foothill Group Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Group Expenses), any such revocation to be in writing and to become effective upon Foothill Group Agent's receipt thereof. In the event Foothill Group Agent obtains actual knowledge that Revolving Facility the Revolver Usage exceeds the amount amounts permitted by the preceding paragraph, regardless of the amount of of, or reason for for, such excess, Foothill Group Agent shall notify the Lenders as soon as practicable (and prior to making any (or any furtheradditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Foothill Lender Group Expenses) unless Foothill Group Agent determines that prior notice would result in imminent harm to the Worldwide Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Foothill Group Agent, jointly determine the terms of arrangements that shall be implemented with Borrower Borrowers and intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction and/or or repayment of any Overadvance, the terms of reduction and/or or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Revolver Commitment to make Advances shall be obligated to settle with Foothill Group Agent as provided in Section 2.1(i2.3(f) for the amount of such LenderLxxxxx's Pro Rata Share of any unintentional Overadvances by Foothill Group Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Foothill Lender Group Expenses.