Common use of Overadvances and Protective Advances Clause in Contracts

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the Overadvance does not continue for more than thirty (30) consecutive days and (ii) the aggregate amount of the Overadvances does not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent.

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, [(a) ]when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the Overadvance does not continue for more than thirty (30) consecutive days and (ii) the aggregate amount of the Overadvances does not exceed $5,000,000. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent.

Overadvances and Protective Advances. (ai) Overadvances. (A) If Overall Excess Availability is less than $0 at any time the aggregate principal balance of all Loans exceeds the Borrowing Base (an “Overadvance”) at any time), the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing on demand by the Required Lenders, Administrative Agent. All Overadvance Loans shall constitute Obligations secured by the Collateral and shall be entitled to all benefits of the Loan Documents. (B) The Administrative Agent may may, in its discretion (but shall have absolutely no obligation to), require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) to cure an Overadvance, Overadvance as long as (a) when no other Default or Event of Default is known to the Administrative Agent, so long as (i) the such Overadvance does not continue for more than thirty (30) 30 consecutive days and (iib) the aggregate amount of the Overadvances does existing at any time, together with the Protective Advances outstanding at any time, do not exceed $5,000,000ten percent (10.0%) of the Commitments then in effect. Notwithstanding the foregoing, (i) the Borrowers shall Overadvance Loans may be required to cure Overadvances and (ii) even if the conditions set forth in Section 5.02 have not been satisfied. In no Revolving Credit Lender event shall Overadvance Loans be required to honor a request for Overadvance Loans if that would cause the Total Revolving Credit Outstandings exceed or would to exceed the Aggregate Revolving Credit Facility after giving effect theretoCommitments. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans to any or all Borrowers by written notice to the Administrative Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers any Borrower or any other Credit Loan Party be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent.(ii)

Overadvances and Protective Advances. (a) If Overall Excess Availability is less than $0 (an “Overadvance”) at any time, the excess amount shall be payable (or Cash Collateralized in the case of outstanding Letters of Credit) by the Borrowers and applied in accordance with Sections 2.07(c) and (d). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Revolving Credit Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, so as long as (i) the Overadvance does not continue for more than thirty (30) 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the aggregate amount Overadvance is not known by the Administrative Agent to exceed $3,000,000; and (b) regardless of whether an Event of Default exists, if the Overadvances Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $2,000,000, and (ii) does not exceed $5,000,000continue for more than 30 consecutive days. Notwithstanding the foregoing, (i) the Borrowers shall be required to cure Overadvances and (ii) no Revolving Credit Lender shall be required to honor a request for Overadvance Loans if Total Revolving Credit Outstandings exceed or would exceed the Revolving Credit Facility after giving effect thereto. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. All Overadvance Loans shall be Revolving Credit Loans that bear interest at the Default Rate. All Overadvance Loans shall be Obligations secured by the Collateral and shall be payable by the Borrowers on demand by the Administrative Agent.