Common use of Overadvances Clause in Contracts

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, and (ii) does not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed the Aggregate Commitments. Any funding of an Overadvance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans exceed the Borrowing Base (“Overadvance”) or the Maximum Revolver Amount at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (aA) when no other Default or Event of Default is known to the Administrative Agent, as long as (i1) the Overadvance does not continue for more than 45 90 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii2) the Overadvance, including any Protective Advances that are Overadvance Loans, is not known by the Administrative Agent to exceed 10% five percent (5%) of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bB) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i1) is not increased by more than $1,000,0004,000,000.00, and (ii2) does not continue for more than 45 90 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Loans and L/C Obligations to exceed the Aggregate CommitmentsMaximum Revolver Amount. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers on demand (or, if such Overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within one (1three Business Days following notice from the Administrative Agent) Business Day after demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances 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, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, 2,500,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolving Commitments at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been is revoked in writing by written notice to the Required Agent signed by (A) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (B) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent, the Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, Overadvance (a) when no other Default or Event of Default is known to the Administrative Agent, Agent (i) as long as (i) the Overadvance was not created by a funding of Revolving Loans pursuant to this Section and such Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) if the Overadvance was created by funding pursuant to this Section, the aggregate amount thereof is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; $10,000,000 and (b) regardless of whether Default or if an Event of Default existsis known to exist (other than an Event of Default arising from the existence of the Overadvance), if the 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 $1,000,000, 5,000,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. 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 Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed CAI Revolver Usage exceeds the CAI Borrowing Base, CCI Revolver Usage exceeds the CCI Borrowing Base, or Revolver Usage exceeds the Borrowing Base (in each case, an “Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations an Obligation secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances fund Base Rate Revolver Loans that cause or constitute an Overadvance and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agentunless its authority has been revoked in writing by Required Lenders, as long as (i) the total Overadvance does not exceed $15,000,000 in the aggregate and does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery discovery, the Overadvance (i) is not increased by more than $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Loans be required made that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any The making of any Overadvance shall not create nor constitute a Default or an Event of Default; it being understood that funding of an Overadvance or sufferance continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or any Event of Default caused therebythen existing. In no event No Obligor shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$50,000,000; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, 50,000,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Anything in Section 2.1.5 and 2.1.6 to the contrary notwithstanding, the Agent may not require Lenders to honor requests for Overadvance Loans or make any Protective Advance, if the making of such Overadvance Loans or Protective Advances would cause the aggregate outstanding amount of all Overadvance Loans and Protective Advances to exceed $50,000,000.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$5,000,000; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been is revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default other than an Event of Default created by the existence of an Overadvance is known to the Administrative Agent, as long as provided that (i) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are requiredfollowing the termination of the preceding Overadvance), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$20,000,000; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,00010,000,000 (provided that the aggregate amount of all Overadvances shall not exceed $20,000,000), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section 2.1.5 nor authorized to enforce any of its terms.

Overadvances. If the outstanding aggregate Outstanding Amounts Revolver Loans and L/C Obligations exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand on demand, in writing, by the Administrative Agent, but all such Revolver Loans and L/C Obligations shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$15,000,000; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,00015,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed principal amount of the Borrowing Base (“Overadvance”) Revolving Loans exceeds, at any time, the lesser of (a) the Borrowing Base and (b) the Revolving Loan Commitments (after giving effect, in the case of this clause (b) only, to any Availability Reserves set forth in clauses (a), (b) and (h) of the definition of Availability Reserves (any such occurrence, an “Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers promptly on demand (but in any event not later than the next Business Day) by Agent, unless such Overadvance is the result of the establishment of an Availability Reserve by Agent and is not related to any other event, condition or other matter other than the establishment of such Availability Reserve, in which case, such Overadvance shall be payable by Borrowers within five (5) Business Days from the date of such demand. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed ten (10% %) percent of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (iA) is not increased by more than $1,000,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding principal amount of the Revolving Loans and L/C LC Obligations described in clauses (a) and (b) of the definition thereof to exceed the Aggregate aggregate Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. Required Lenders may at any time revoke Agent's authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105.0% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked otherwise directed in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests by Borrowers for Overadvances Overadvance Loans (in which event, and notwithstanding anything to the contrary set forth in Section 2.1 or elsewhere in this Agreement, Lenders shall continue to make Revolver Loans up to their Pro Rata share of the Commitments) and to forbear from requiring Borrowers to cure an Overadvance, (a1) when no other Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known to the Administrative by Agent), as if and for so long as (i) the such Overadvance does not continue for a period of more than 45 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further Overadvances are required)another Overadvance exists, (ii) the amount of the Revolver Loans outstanding at any time does not exceed the aggregate of the Commitments at such time, and (iiiii) the Overadvance is not known by Agent at the Administrative Agent time in question to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$11,000,000; and (b2) regardless of whether Default or not an Event of Default exists, if the Administrative Agent discovers the existence of an Overadvance not previously known by it to exist, Lenders shall be obligated to continue making such Revolver Loans as long as from directed by Agent only (A) if the date amount of such discovery the Overadvance (i) is not increased by more than $1,000,000, 7,000,000 above the amount determined by Agent to exist on the date of discovery thereof and (iiB) does for a period not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed fifteen (15) Business Days; provided, however, that without the Aggregate Commitmentsconsent of all Lenders, the aggregate amount of the Overadvance permitted under this Section 14.1.4 may not exceed $15,000,000 at any time. Any funding of an Overadvance or sufferance of an If any Overadvance shall not constitute a waiver by continue to exist at any time after the Administrative Agent or Lenders expiration of the Default periods set forth in clauses (1) or Event (2) above, Agent may (and shall at the request of Default caused therebythe Required Lenders) demand payment thereof. In no event shall any Borrower or any other Loan Party Obligor be deemed to be a beneficiary of this clause (b) nor Section 14.1.4 or authorized to enforce any of its termsthe provisions of this Section 14.1.4. The provisions of this Section 14.1.4 shall be in addition to the provisions of Section 2.1.6 hereof.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless Agent, in its authority has been revoked in writing by the Required Lenderssole discretion, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,0005,000,000 (but not to exceed 10% of the Borrowing Base), and (ii) the Overadvance does not continue for more than 45 consecutive days30 days from such date of discovery. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,000250,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed principal amount of the Borrowing Base (“Overadvance”) Revolving Loans exceeds, at any time, the lesser of (a) the Borrowing Base and (b) (i) the Revolving Loan Commitments minus (ii) the Revolving Loan Commitment Reserve (“Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers on demand by Agent, unless such Overadvance is the sole and direct result of the establishment of an Availability Reserve by Agent and is not related to any other event, condition or other matter other than the establishment of such Availability Reserve, in which case, such Overadvance shall be payable by Borrowers within five (5) Business Days from the date of such demand. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$5,000,000; and (bii) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (iA) is not increased by more than $1,000,0002,500,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding principal amount of the Revolving Loans and L/C LC Obligations described in clauses (a) and (b) of the definition thereof to exceed the Aggregate aggregate Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its termsterms other than the first sentence of this Section.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$6,500,000; and or (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,0006,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$5,000,000; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five ten consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or an Event of Default exists, if the 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 $1,000,0002,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Revolving Credit Facility Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers Borrower within one (1) Business Day after demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed when taken together with the aggregate outstanding amount of any Protective Revolving Loans, the greater of (A) $20,000,000 and (B) ten percent (10% %) of the Borrowing Base aggregate Revolving Credit Commitments at any time while such Overadvance is outstanding; and (b) regardless of whether Default or an Event of Default exists, if the 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 an amount such that the outstanding amount of such Overadvance when taken together with all outstanding Protective Revolving Loans does not exceed the greater of (A) $1,000,000, 20,000,000 and (iiB) ten percent (10%) of the aggregate Revolving Credit Commitments in the aggregate and does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans outstanding at any time be required that would cause the outstanding Loans and L/C Obligations Revolving Credit Facility Usage to exceed the Aggregate Commitmentsaggregate Revolving Credit Commitments then in effect. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor shall it be authorized to enforce any of its terms.