Common use of Overadvances Clause in Contracts

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Borrower Representative on behalf of the amount Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of LC Obligations the Borrower), on behalf of the Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.20. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed 5% of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingBorrowing Base at any time, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be Overadvance may remain outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, thirty days and no Overadvance shall Agent or Lenders make cause any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Credit Exposure to exceed its Revolving Commitment minus or the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar as a (a) [Reserved.] (b) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided belowbut with absolutely no obligation), on behalf of the Revolving Lenders, (x) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations Borrowers, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such excess Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided that, Agent no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount, together with the aggregate principal amount of Protective Advances outstanding at such time, not to exceed at any time 10% of the Line Cap, and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time, via written notice of the same, revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be repaid on demand, shall be secured by the Collateral in writing and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any become effective prospectively upon the Administrative Agent’s receipt thereof. (c) Upon the making of an Overadvance made pursuant to (whether before or after the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount occurrence of $2,500,000 or less may, unless a Default or Event and regardless of Default whether a settlement has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of been requested with respect to such Overadvance), each Revolving Lender shall be made deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the sole Revolving Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and during the continuation interest and all proceeds of a Default or an Event of Default (other than a Default or Event of Default caused Collateral received by the existence or making Administrative Agent in respect of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders under the Revolving Facility (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 5.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $2,500,000 5.0 million but less than $10.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (wx) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, (xy) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter make such Overadvances as debits in available to the Loan AccountBorrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Loans generally. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided, that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All Overadvances shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by all the Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, event (w) unless otherwise consented to by all the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 10.0% of the then applicable Borrowing Base, (wx) shall any Overadvances be outstanding for more than sixty (60) 45 consecutive days, (xy) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 10 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) unless otherwise consented to by each affected Lender, shall the Administrative Agent make Revolving Credit Loans on behalf of the applicable Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Commitment minus such Lender’s or the aggregate principal amount of Revolving Loan Percentage of Loans exceed the LC Amountaggregate Revolving Commitments.

Overadvances. Insofar as a (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Borrower Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Revolving Loan Pro Rata Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, (i) unless otherwise consented to by all Majority Lenders, (w) Overadvances shall any Overadvances not be outstanding for more than sixty (60) consecutive days, and (xii) after unless otherwise consented to by all outstanding Lenders, no Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 permitted to the extent that such Revolving Credit Loans Overadvances would cause a Lender’s share of the Aggregate Revolving Extensions to exceed the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Maximum Amount.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Borrower Representative on behalf of the amount Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of LC Obligations the Borrower), on behalf of the Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.19. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed 5% of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingBorrowing Base at any time, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be Overadvance may remain outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, thirty days and no Overadvance shall Agent or Lenders make cause any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar as a Borrower the Borrowers may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make (x) any Revolving Credit Facility Loans to such any Borrower at a time when (A) the unpaid balance of Total Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Facility Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Global Borrowing Base or (B) the Total Revolving Facility Exposure less the German Revolving Facility Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Specified Sublimit or (y) any Revolving Facility Loans to the U.S. Borrower at a time when the U.S. Revolving Facility Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the U.S. Sublimit (any such Loan or Loans made under clauses (x) or (y) above being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent or Required Lenders shall enter make, or require the Lenders to make, such Overadvances as debits in available to the Loan Accountapplicable Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, event (i) unless otherwise consented to by all the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 5.0% of the then applicable Global Borrowing Base, (wii) shall any Overadvances be outstanding for more than sixty (60) 45 consecutive days, (xiii) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (ziv) unless otherwise consented to by each affected Lender, shall the Administrative Agent make any Revolving Credit Facility Loans on behalf of the applicable Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Facility Loans would cause a such Lender’s share of the Revolving Credit Loans Facility Exposure to exceed such Lender’s aggregate Revolving Loan Commitment minus Facility Commitment. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such Lenderrevocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). If Overadvances are made in accordance with this Section 2.01(b), then (A) the Global Borrowing Base, U.S. Sublimit and Specified Sublimit, as applicable, shall thereafter be deemed ratably increased by the amount of such permitted Overadvances, but only for so long as the Administrative Agent allows such Overadvances to be outstanding and (B) all Lenders shall be bound to make, or permit to remain outstanding, such Overadvances based upon their applicable Revolving Loan Percentage Facility Percentages in accordance with the terms of the LC Amountthis Agreement.

Overadvances. Insofar as a Borrower (i) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this subsection (e), at the request of the Administrative Borrower, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided below) may be willing in their sole and absolute discretion to but with absolutely no obligation), make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum Borrowers, on behalf of the LC Amount plus the amount of LC Obligations Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such excess Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that (i) the aggregate amount of Overadvances outstanding at any time, together with the aggregate amount of Agent Advances outstanding at such time, shall enter not exceed $5,000,000, (ii) the aggregate amount of outstanding Overadvances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Overadvance on the earlier of demand by the Administrative Agent and 30 days after such Overadvances as debits were funded. Overadvances may be made even if the conditions precedent set forth in the Loan AccountSection 4.2 have not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute Obligations hereunder. All Overadvances shall be Base Rate Advances. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any Overadvance made pursuant to such revocation must be in writing and shall become effective prospectively upon the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in Administrative Agent’s receipt thereof. (ii) Upon the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made Overadvance (whether before or after the occurrence and during the continuation of a Default Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an Event of Default undivided interest and participation in such Overadvance in proportion to its Revolving Commitment Ratio. The Administrative Agent may, at any time (other than and shall, on at least a Default or Event of Default caused by the existence or making of such Overadvance) shall weekly basis when any Overadvance is outstanding), require the consent of all LendersLenders to fund their participations. The foregoing notwithstandingFrom and after the date, in no eventif any, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstandingLender is required to fund its participation in any Overadvance purchased hereunder, (y) the Administrative Agent shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 promptly distribute to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed , such Lender’s Revolving Loan Commitment minus Ratio of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Lender’s Revolving Loan Percentage of the LC AmountOveradvance.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 10.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $2,500,000 10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Revolving Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.will:

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders under the Revolving Facility (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 5.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $2,500,000 5.0 million but less than $10.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (wx) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, (xy) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a Borrower may request and Agent or (A) If at any time the aggregate principal balance of all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, exceeds the Borrowing Base (such Loan or Loans being herein referred to individually including as a result of a scheduled reduction in the FILO Amount) (an “Overadvance” and collectively, as “Overadvances”), Agent the excess amount shall enter such Overadvances as debits in be payable by the Loan AccountBorrowers on demand by the Administrative Agent. All Overadvances Overadvance Loans shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest be entitled to all benefits of the Loan Documents. (B) The Administrative Agent may, in its sole discretion (but shall have absolutely no obligation to), require Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance as provided in this Agreement long as (a) such Overadvance does not continue for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in more than 30 consecutive days and (b) the aggregate amount of $2,500,000 the Overadvances existing at any time, together with the Protective Advances outstanding at any time, do not exceed ten percent (10.0%) of the Aggregate Revolving Credit Commitments then in effect. Overadvance Loans may be required even if the conditions set forth in Section 5.02 have not been satisfied. In no event shall Overadvance Loans be required that would cause the Total Revolving Credit Outstandings to exceed the Aggregate Revolving Credit Commitments, or less may, unless that would require the Revolving Credit Exposure of a Default Revolving Credit Lender to exceed its Revolving Credit Commitment. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans to any or Event all Borrowers by written notice to the Administrative Agent. Any funding of Default has occurred and is continuing (other than an Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by the Administrative Agent or Lenders of the Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agentthereby. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in In no event, unless otherwise consented to by all Lenders, (w) event shall any Overadvances Borrower or other Loan Party be outstanding for more than sixty (60deemed a beneficiary of this Section 2.01(d) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make nor authorized to enforce any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountits terms.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as a Borrower may request applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and Agent with actual knowledge that such Revolving Loans, Swingline Loans, or all Lenders Letters of Credit would either (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when cause the unpaid balance of Revolving Credit Loans plus the sum aggregate amount of the LC Amount plus Revolving Exposure to exceed the amount Borrowing Base or (ii) be made when one or more of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the other conditions precedent to the making of any Loans hereunder cannot be satisfied except, that, Administrative Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loan, the Borrowing Base on behalf of Lenders (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), Agent shall enter intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the total principal amount of the Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 Borrowers which Administrative Agents may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Administrative Agents shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, (y) on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). Each Lender shall Overadvances be outstanding on more than ninety (90) days within obligated to pay such Administrative Agent the amount of its Pro Rata Percentage of any one hundred eighty day (180) period or (z) such Overadvance provided, that such Administrative Agent is acting in accordance with the terms of this Section 10.10 and provided further, if a CAM Exchange shall Agent make Revolving Credit Loans on behalf have occurred, then the Pro Rata Percentage of Lenders under this subsection 1.1.2 any such Overadvance shall be calculated by reference to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountCAM Percentage.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make If at any time the outstanding Revolving Credit Loans to such Borrower at a time when cause the unpaid balance Total Utilization of Revolving Credit Loans plus Commitments to exceed the sum Borrowing Base then in effect (an “Overadvance”), the excess amount shall, subject to this Section 2.10, be immediately due and payable by the Borrower on demand by the Administrative Agent. The Administrative Agent in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) when an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to 10% of the LC Amount plus Borrowing Base in effect at the amount time of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit. In no event shall Overadvances be required that would cause the Total Utilization of Revolving Commitments to exceed the Maximum Credit. The Administrative Agent’s authorization to require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any such Revolving Credit Loan, time by the Borrowing Base (such Loan or Loans being herein referred Required Lenders by written notice to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan AccountAdministrative Agent. All Overadvances shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest as provided be entitled to all benefits of the Loan Documents. No Overadvance shall result in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than due to a Default or Event Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of Default caused by this paragraph, but solely with respect to the existence or making amount of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented Administrative Agent agrees to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or use its commercially reasonable best efforts to promptly notify the Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans issuance of an Overadvance Loan; provided, that the Administrative Agent shall have no liability for any failure to exceed provide any such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountnotice.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances Any U.S. Overadvance shall be repaid by the U.S. Borrowers promptly on demanddemand by the Administrative Agent, and shall be constitute U.S. Obligations secured by the Collateral of the U.S. Loan Parties, entitled to all benefits of the Loan Documents and (ii) any Canadian Overadvance shall be repaid by the Canadian Borrowers promptly on demand by the Administrative Agent, and shall bear interest as constitute Canadian Obligations secured by the Collateral, entitled to all benefits of the Loan Documents. The Administrative Agent may require Lenders to fund Base Rate Loans (in the case of U.S. Overadvances denominated in U.S. Dollars) or Canadian Prime Rate Loans (in the case of Canadian Overadvances denominated in Canadian Dollars) that cause or constitute an Overadvance and to forbear from requiring the Borrowers to cure an Overadvance; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made that (x) the total Overadvances (together with the aggregate principal amount of Protective Advances established pursuant to Section 2.01(d)) do not exceed 10% of the terms hereof Total Borrowing Base and (y) no Overadvance continues for more than thirty (30) consecutive days without the consent of the Required Lenders. In no event shall Revolving Loans be permitted to be made where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Total Revolving Outstandings to exceed the Total Revolving Commitment as then in effect. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further intentional Overadvances under this Section 2.01(c) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that the funding of an Overadvance is appropriate shall be made conclusive. No funding or sufferance of an Overadvance shall constitute a waiver by all the Administrative Agent or the Revolving Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in of the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making thereby. No Loan Party shall be a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section nor authorized to enforce any of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountits terms.

Overadvances. Insofar as a Borrower may request If at any time or for any reason any one or more of the following occurs (in any such case, an “Overadvance”): (a) the total of all outstanding Advances (including (i) amounts used hereunder for Cash Management Services, (ii) the aggregate face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) under this Agreement, plus any Letter of Credit Reserve under this Agreement, and Agent (iii) the FX Reduction Amount hereunder) exceeds the lesser of (1) the Maximum Revolver Amount or all Lenders (as provided below2) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus Borrowing Base; or (b) the sum of all outstanding Advances (including (i) amounts used hereunder for Cash Management Services, (ii) the LC Amount plus the aggregate face amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving outstanding Letters of Credit Loan(including drawn but unreimbursed Letters of Credit) under this Agreement, plus reservesany Letter of Credit Reserve under this Agreement, exceedsand (iii) the FX Reduction Amount hereunder) under this Agreement, or would exceed with plus all outstanding Non-Exim Loans (and other monetary “Obligations”) under the making Non-Exim Loan Agreement (including (iv) amounts used under the Non-Exim Loan Agreement for “Cash Management Services”, (v) the aggregate face amount of outstanding “Letters of Credit” (including drawn but unreimbursed “Letters of Credit”) under the Non-Exim Loan Agreement, plus any such Revolving “Letter of Credit LoanReserve” under the Non-Exim Loan Agreement, and (vi) the Borrowing Base (such “FX Reduction Amount” under the Non-Exim Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”Agreement), Agent shall enter such Overadvances as debits in exceeds the Maximum Combined Amount; or (c) the sum of (i) the aggregate face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) under this Agreement, plus any Letter of Credit Reserve under this Agreement, plus (ii) the aggregate face amount of outstanding “Letters of Credit” (including drawn but unreimbursed “Letters of Credit”) under the Non-Exim Loan Account. All Overadvances shall be repaid on demandAgreement, shall be secured by plus any “Letter of Credit Reserve” under the Collateral and shall bear interest as provided in Non-Exim Loan Agreement, exceeds the Combined LC Sublimit; or (d) the sum of (i) the FX Reduction Amount under this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to Agreement, plus (ii) the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving “FX Reduction Amount” under the Non-Exim Loan Percentages. Overadvances in Agreement, plus (iii) the aggregate amount of $2,500,000 or less mayObligations in respect of Cash Management Services under this Agreement, unless a Default or Event of Default has occurred and is continuing plus (other than a Default or Event of Default caused by iv) the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances Obligations in respect of “Cash Management Services” under the Non-Exim Loan Agreement, exceeds the Combined FX/CMS Sublimit; then, Borrower shall promptly pay to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of Bank in cash such Overadvance) shall require the consent of all LendersOveradvance within one Business Day following notice thereof from Bank to Borrower. The foregoing notwithstanding, in no event, unless otherwise consented Without limiting Borrower’s obligation to by all Lenders, (w) shall repay Bank any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share amount of the Revolving Credit Loans Overadvance, Borrower agrees to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage pay Bank interest on the outstanding amount of any Overadvance, on demand, at the LC AmountDefault Rate.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Borrower Representative on behalf of the amount Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of LC Obligations the Borrower), on behalf of the Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.19. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed 5% of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingBorrowing Base at any time, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be Overadvance may remain outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, thirty days and no Overadvance shall Agent or Lenders make cause any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Credit Exposure to exceed its Revolving Commitment minus or the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar as a (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided below) may be willing in their sole and absolute discretion to but with absolutely no obligation), make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum Borrowers, on behalf of the LC Amount plus the amount of LC Obligations Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loanexceed, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loanas applicable, the Aggregate Borrowing Base, the U.S. Borrowing Base or the Canadian Borrowing Base (any such Loan or excess Revolving Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Agent (i) no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably remains outstanding in accordance with their respective Revolving Loan Percentages. Overadvances in the terms of this paragraph, but solely with respect to the amount of such Overadvance, (ii) that the aggregate amount of $2,500,000 or less mayoutstanding Overadvances shall not, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)at any time, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, exceed (x) after all outstanding Overadvances have been repaid, shall Agent 5% of the Aggregate Commitments then in effect or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) when aggregated with the aggregate outstanding amount of Protective Advances then outstanding, 10% of the Aggregate Commitments then in effect and (iii)no Overadvance shall Overadvances be outstanding on more than ninety (90) days within made if after giving effect thereto, any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to Exposure shall exceed such Lender’s Revolving Loan Commitment minus Commitment. Overadvances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. All Overadvances in U.S. Dollars shall be ABR Borrowings and all Overadvances in Canadian Dollars shall be Canadian Prime Rate Borrowings (or, in the case of Protective Advances to the Canadian Borrower in Dollars, Eurodollar Borrowings). Each applicable Borrower shall be required to repay each Overadvance no later than the 30th day after the date of the making thereof. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (b) Upon the making of an Overadvance (whether before or after the occurrence of a Default and regardless of whether a settlement has been requested with respect to such or Overadvance), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Loan Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the LC AmountAdministrative Agent in respect of such Overadvance.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Domestic Borrower, the amount Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Domestic Borrower, on behalf of LC Obligations the Domestic Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Domestic Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Agent (i) no such event or occurrence shall enter such Overadvances cause or constitute a waiver of the Agent’s or the Lenders’ right to refuse to make any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as debits the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Unmatured Default has occurred and is continuing (other than a Default or Event of Default caused by due to the existence or making Domestic Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvanceiii) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) event shall any Overadvances be outstanding for more than sixty 60 days (60which days need not be consecutive) consecutive daysin any 120 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (x) after all outstanding other than the condition precedent set forth in Section 4.2(d)). All Overadvances have been repaidshall constitute Domestic Floating Rate Advances, shall Agent bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or Lenders make any additional the Facility Termination Date. In addition, all Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 are subject to the extent such Revolving Credit Loans would settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no Overadvance shall cause a any Lender’s share of the Revolving Credit Loans Exposure to exceed its aggregate Commitment or the Domestic Exposure to exceed the Domestic Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as a applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Administrative Agent may request and Agent make (or all cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent shall enter such Overadvances as debits may deem necessary or advisable in its discretion, provided, that: (a) the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate total principal amount of $2,500,000 the Overadvances to Borrower which Administrative Agent may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $7.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Administrative Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were Overadvance was outstanding, (yc) Administrative Agent shall Overadvances be outstanding entitled to recover such funds, on more than ninety demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c) and (90d) days within no such Overadvance shall be made after the Administrative Agent shall have received written notice from the Required Lenders directing it not to make any, or any one hundred eighty day (180) period or (z) additional, Overadvances. Each Lender shall be obligated to pay Administrative Agent make Revolving Credit Loans on behalf the amount of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan its Pro Rata Percentage of any such Overadvance provided, that Administrative Agent is acting in accordance with the LC Amountterms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. Insofar as a Borrower may request and The Funding Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when shall not, without the unpaid balance of Revolving Credit Loans plus the sum prior consent of the LC Amount plus Required Lenders, make (and shall use its reasonable best efforts to prohibit the amount Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of LC Obligations Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that have not been reimbursed by Borrowers or funded with a such Revolving Credit LoanLoans, plus reserves, exceedsSwingline Loans, or Letters of Credit would either (i) cause the Total Revolving Exposure to exceed with the lesser of (a) the Total Borrowing Base, and (b) the total Revolving Commitments, (ii) cause the Total Adjusted Revolving Exposure to exceed the Total Adjusted Borrowing Base, (iii) cause Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment at such time, (iv) cause Total Canadian Revolving Exposure to exceed the Total Canadian Commitment at such time, or (v) be made when one or more of the other conditions precedent to the making of any Loans hereunder cannot be satisfied, except that Funding Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loan, the Borrowing Base on behalf of Lenders (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Funding Agent shall enter such deems it necessary or advisable in its discretion to do so, provided, that: (a) the total principal amount outstanding at any time of the Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 Borrowers which Funding Agent may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence conditions precedent have not been satisfied, shall not exceed the amount equal to 5% of the U.S. Borrowing Base and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require not, without the consent of all Lenders. The foregoing notwithstanding, in no eventcause (i) total Revolving Exposure to exceed the Revolving Commitments of all of the Lenders, unless otherwise consented or the Revolving Exposure of a Lender to by exceed such Lender’s Revolving Commitment, (ii) the Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment of all of the Lenders, or such Lender’s Pro Rata Percentage of the Total U.S./European Revolving Exposure to exceed such Lender’s U.S./European Commitment, or (iii) the Total Canadian Revolving Exposure to exceed the Total Canadian Commitments of all of the Lenders, or the Canadian Exposure of a Lender to exceed such Lender’s Canadian Commitment, (b) without the consent of all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Funding Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (c) Funding Agent shall be entitled to recover such funds, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty demand from the applicable Borrower together with interest thereon for each day (180) period or (z) shall from the date such payment was due until the date such amount is paid to Funding Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to at the extent such Revolving Credit Loans would cause a Lender’s share interest rate provided for in Section 2.06(h). Each Lender of the Revolving Credit Loans applicable Class shall be obligated to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan pay Funding Agent the amount of its Pro Rata Percentage of any such Overadvance, provided, that such Funding Agent is acting in accordance with the LC Amountterms of this Section 10.10.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 10.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $2,500,000 10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, Revolving Lenders will: (wa) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, ; (xb) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, ; or (yc) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(2) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (a) Notwithstanding anything to the contrary contained in this Agreement, if the Borrowers shall request that Credit Parties make, or permit to remain outstanding, any Loans or Letters of Credit which shall cause an Overadvance, the Administrative Agent may, in its sole discretion, elect to make, or permit to remain outstanding such Overadvance to the extent such Overadvance constitutes a Borrower may request and Agent Permitted Overadvance. If a Permitted Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Lenders (as provided below) shall be bound to make, or permit to remain outstanding, such Permitted Overadvance based upon their Commitment Percentage in accordance with the terms of this Agreement, regardless of whether the conditions to lending set forth in SECTION 4.02 have been met. A Permitted Overadvance may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with made as a Revolving Credit Loan, plus reservesa Swingline Loan or as an issuance of a Letter of Credit and each Lender (including the Swingline Lender) and the Issuing Bank, exceedsas applicable, agrees to make any such requested Revolving Credit Loan, Swingline Loan or Letter of Credit available to the Borrowers. The obligation of each Lender (including the Swingline Lender) and the Issuing Bank, as applicable, to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Person may have against any other Credit Party, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or would exceed with the (iii) any other occurrence, event or condition. The making of any such Revolving Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion. No funding of a Permitted Overadvance or sufferance of an Overadvance shall constitute a waiver by Administrative Agent or the Lenders of any Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this SECTION 2.05 nor authorized to enforce any of its terms. The Required Lenders may, upon not less than five (5) Business Days prior written notice, revoke the authority of the Administrative Agent to make further Permitted Overadvances. (b) No Permitted Overadvance shall modify or abrogate any of the provisions of (i) SECTION 2.11(d) or SECTION 2.11(g) regarding the Lenders’ obligations to reimburse any Letter of Credit LoanDisbursement and to purchase participations with respect to Letter of Credit Disbursements, respectively, or (ii) SECTION 2.06 and SECTION 2.20 regarding the Lenders’ obligations with respect to participations in Swingline Loans and settlements thereof. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against the Administrative Agent for any “inadvertent Overadvances” resulting from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the value of Collateral included in the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”Base)), Agent and such “inadvertent Overadvances” shall enter such not reduce the amount of Permitted Overadvances as debits in the Loan Account. allowed hereunder. (c) All Permitted Overadvances shall be repaid payable by the Borrowers on demand, demand by Administrative Agent or the Required Lenders. All other Overadvances (other than Permitted Overadvances) shall be payable in accordance with the requirements of SECTION 2.15(a). All Permitted Overadvances and other Overadvances shall constitute Obligations secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant entitled to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share benefits of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountDocuments.

Overadvances. Insofar as a Borrower may request (a) None of the Administrative Agent, the Collateral Agent and Agent or all the Lenders (as provided below) may be willing in their sole and absolute discretion shall have any obligation to make any Revolving Credit Loans Loan (including, without limitation, any Swingline Loan) or to such Borrower at a time when provide any Letter of Credit if an Overadvance would result. (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the unpaid balance of Revolving Credit Loans plus Borrowers without the sum consent of the LC Amount plus Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the amount benefit of LC Obligations that have not been reimbursed by the Borrowers or funded with and shall constitute a Revolving Credit LoanLoan and an Obligation. Each Lender shall participate in each Permitted Overadvance (including each Permitted Overadvance made under SECTION 2.06(a) through the settlement thereof pursuant to SECTION 2.22). The obligation of each Lender to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, plus reservesincluding (i) any setoff, exceedscounterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, any Issuing Bank, the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or would exceed with (iii) any other occurrence, event or condition (including the failure to satisfy any condition set forth in SECTION 4.02). The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding, nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured c) The making by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation Administrative Agent of a Default Permitted Overadvance shall not modify or an Event abrogate any of Default the provisions of (other than a Default or Event i) SECTION 2.13(g) regarding the Lenders’ obligations to purchase participations with respect to Letter of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingCredit Disbursements, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (zii) shall Agent make Revolving Credit SECTION 2.06 and SECTION 2.22 regarding the Lenders’ obligations with respect to participations in Swingline Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountand settlements thereof.

Overadvances. Insofar as a Borrower Agent may request make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.3(d)(i)(2)(C). If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Revolving Credit Loans Advances (including Swing Loans) to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded in its discretion in accordance with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” Section 2.3(d)(i)(2)(C). The Advances and collectivelySwing Loans, as “Overadvances”)applicable, Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance that are made pursuant to the terms hereof this Section 2.3(h) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.7(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by Default. In the existence or making of such Overadvance), be made in event Agent obtains actual knowledge that the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 Advances (including any Swing Loans or Agent Advances) and Overadvances to be made after undrawn or unreimbursed Letters of Credit outstanding as of any date of determination exceeds the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers 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 shall be obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Overadvance) shall require the consent Lender's Pro Rata Share of all Lenders. The foregoing notwithstandingany unintentional Overadvances by Agent reported to such Lender, in no eventany intentional Overadvances made as permitted under this Section 2.3(h), unless otherwise consented to by all Lenders, (w) shall and any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share applicable Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees, or Lender Group Expenses.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make If at any time the outstanding Revolving Credit Loans to such Borrower at a time when cause the unpaid balance Total Utilization of Revolving Credit Loans plus Commitments to exceed the sum Borrowing Base then in effect (an “Overadvance”), the excess amount shall, subject to this Section 2.10, be immediately due and payable by the Borrower on demand by the Administrative Agent. The Administrative Agent in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) when an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to 10% of the LC Amount plus Borrowing Base in effect at the amount time of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit, in each case subject to the limitation in Section 2.01(2)(v). In no event shall Overadvances be required that would cause the Total Utilization of Revolving Commitments to exceed the Maximum Credit, subject to the limitation in Section 2.01(2)(v). The Administrative Agent’s authorization to require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any such Revolving Credit Loan, time by the Borrowing Base (such Loan or Loans being herein referred Required Lenders by written notice to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan AccountAdministrative Agent. All Overadvances shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest as provided be entitled to all benefits of the Loan Documents. No Overadvance shall result in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than due to a Default or Event Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of Default caused by this paragraph, but solely with respect to the existence or making amount of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented Administrative Agent agrees to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or use its commercially reasonable best efforts to promptly notify the Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans issuance of an Overadvance Loan; provided, that the Administrative Agent shall have no liability for any failure to exceed provide any such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountnotice.

Overadvances. Insofar as a Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion to approve, or as Agent shall otherwise elect to make in its sole and absolute discretion, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to such Borrower Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of LC Exposure (other than the Cash Collateralized LC Amount Exposure) plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), . Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 17,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), may be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of $17,500,000 or more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Majority Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wx) shall any Overadvances be outstanding for more than sixty (60) 60 consecutive days, (xy) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) 5 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s Xxxxxx's share of the Revolving Credit Loans to exceed such Lender’s Xxxxxx's Revolving Loan Commitment minus such Lender’s Xxxxxx's Revolving Loan Percentage of the LC AmountExposure, unless such Lender consents thereto.

Overadvances. Insofar as a Borrower may request request, on its own behalf and on behalf of each other Co-Borrower and Agent or all Majority Lenders (as provided below) ), may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower Co-Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Co-Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of One Million Dollars ($2,500,000 1,000,000) or less may, unless a Default or Event of Default (other than an Event of Default resulting from the applicable Overadvance) has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than One Million Dollars ($2,500,000 1,000,000) but less than Three Million Dollars ($3,000,000) may, unless a Default or an Event of Default (other than an Event of Default resulting from the Overadvance) has occurred and is continuing, be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of Three Million Dollars ($3,000,000) or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty ninety (6090) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders If (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus U.S. Revolver Usage exceeds the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the U.S. Borrowing Base (such Loan a “U.S. Overadvance”) or Loans being herein referred to individually as an (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance” and collectively”) at any time, the excess amount shall be payable by the U.S. Borrowers or Foreign Borrowers, as “Overadvances”applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in (b) the aggregate amount of $2,500,000 Overadvances existing at any time does not exceed seven and one-half percent (7.5%) of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed twelve and one-half percent (12.5%) of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or less may, unless (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by Agent or Event Lenders of Default has occurred and is continuing (other than a Default or the Event of Default caused by the existence thereby. In no event shall any Borrower or making other Obligor be deemed a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke Agent. Overadvances in an aggregate amount of more than $2,500,000 and ’s authority to make further Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share Borrowers of the Revolving Credit Loans applicable Borrower Group by written notice to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountAgent.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion (but with absolutely no obligation) to (i) make Revolving Credit Loans to such Borrower the Borrower, on behalf of the Revolving Lenders, at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” ”) or (ii) deem the amount of Revolving Loans outstanding that are in excess of the Borrowing Base to be Overadvances, and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for ABR Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 10.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $2,500,000 10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Revolving Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall will require the consent of all Revolving Lenders. No Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this Section 2.01(2), but solely with respect to the amount of such Overadvance. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, Revolving Lenders will: (wa) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, ; (xb) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, ; or (yc) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall will the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(2) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a Borrower the Borrowers may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower the Borrowers at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrowers by all Revolving Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances Overadvances, together with outstanding Protective Advances, in the an aggregate amount not to exceed 10.0% of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), Borrowing Base may be made in the sole and absolute sole, reasonable discretion of the Administrative Agent. ; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in an aggregate amount of more than $2,500,000 writing and Overadvances to be made after will become effective prospectively upon the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all LendersAdministrative Agent’s receipt thereof. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, Revolving Lenders will: (wa) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, ; (xb) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, ; or (yc) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall the Administrative Agent make Revolving Credit Loans on behalf of Revolving Lenders under this subsection 1.1.2 Section 2.01(2) to the extent such Revolving Credit Loans would cause a Revolving Lender’s share of the applicable Revolving Facility Credit Loans Exposure to exceed such Lender’s applicable Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate applicable Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time; provided that, the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make US Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the US Required Lenders may at any time restore the Administrative Agent’s authorization to make US Overadvances by written notice to the Administrative Agent thereof. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrower exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be a Canadian Base Rate Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be a Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time; provided that, the Canadian Required Lenders may at any time revoke the Administrative Agent’s authorization to make Canadian Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Canadian Required Lenders may at any time restore the Administrative Agent’s authorization to make Canadian Overadvances by written notice to the Administrative Agent thereof.. Each Canadian Overadvance shall mature and be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial Canadian Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Canadian Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Canadian Revolving Lender’s Revolving Loan Commitment minus Initial Canadian Commitment. (c) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance or Canadian Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (d) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a (a) Unless its authority has been revoked in writing by Required Lenders the Administrative Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrower to make the mandatory prepayments required by Section 2.14(b), (i) when no other Event of Default is known to Administrative Agent, provided that (A) no Overadvance may request continue for more than 30 consecutive days and Agent or all Lenders (as provided below) no additional Overadvance Loans may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower required for at a time when least five consecutive days following the unpaid balance of Revolving Credit Loans plus the sum termination of the LC Amount plus preceding Overadvance, and (B) the Overadvance is not known by the Administrative Agent to exceed 5.0% of the Borrowing Base; and (ii) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, provided that from and after the date of such discovery, the Overadvance (A) shall not be increased by more than an amount equal to 2.5% of the Borrowing Base, and (B) does not continue for more than 30 consecutive days; provided, however, that without the consent of the Required Lenders, the aggregate amount of LC Obligations the Overadvance permitted under this Section 2.17 at any time shall not exceed an amount that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making is equal to 5.0% of any such Revolving Credit Loan, the Borrowing Base Base. (such Loan or b) Overadvance Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Lenders ratably in accordance with their respective Revolving each Lender’s Applicable Percentage. (c) In no event shall Overadvance Loans be required that would cause the Total Outstandings to exceed the Aggregate Commitments. Any funding of an Overadvance Loan Percentages. Overadvances in or sufferance of an Overadvance shall not constitute a waiver by the aggregate amount Administrative Agent or the Lenders of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or the Event of Default caused by thereby. (d) Overadvance Loans shall accrue interest at the existence Base Rate plus the Applicable Rate applicable to Base Rate Loans, and may not be converted into Eurodollar Rate Loans. Overadvance Loans shall be payable on demand. (e) In no event shall the Borrower or making other Loan Party be deemed a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section 2.17 nor authorized to enforce any of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountits terms.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders If at any time (as provided belowa) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum outstanding principal amount of the LC Amount plus Facility A Revolving Loans exceeds the lesser of (i) the Facility A Borrowing Base and (ii) the Facility A Maximum Facility Amount, or (b) the outstanding principal amount of LC Obligations that have not been reimbursed by Borrowers or funded with a the Facility B Revolving Credit Loan, plus reserves, exceeds, or would exceed with Loans exceeds the making lesser of any such Revolving Credit Loan, (i) the Facility B Borrowing Base and (ii) the Facility B Maximum Facility Amount (such Loan or Loans excess in either such case being herein hereinafter referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent either without the Bank’s consent, as the result of Eligible Accounts becoming ineligible (an “Unintentional Overadvance”) or with the Bank’s consent, as the result of the Bank’s making additional advances in its discretion that result in an Overadvance (a “Permitted Overadvance”), the Borrower shall enter such Overadvances as debits (x) in the Loan Accountcase of an Unintentional Overadvance, on demand made by the Bank, forthwith pay to the Bank such amount as will eliminate the Overadvance; (y) in the case of a Permitted Overadvance, pay to the Bank, on the date specified by the Bank, such amount as will eliminate the Overadvance; or (z) in either case, within five (5) Business Days after the occurrence of the such Overadvance, mortgage, pledge, hypothecate, transfer and grant to the Bank a first position security interest in and lien on such additional Collateral as shall be acceptable to the Bank in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (2) Business Days prior to the expiration of such five (5) Business Day period, the Borrower shall deliver to the Bank such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Collateral. At the end of any month in which any Overadvance has occurred and has not been eliminated, the Borrower shall be charged an Overadvance Fee in the amount set forth in Annex 2. All Overadvances shall be repaid on demandsecured by the Collateral. All checks or other items paid by the Bank which cause an overdraft in any deposit account maintained by the Borrower with the Bank shall, at the option of the Bank, constitute a Revolving Loan (or Overadvance, as the case may be) to the Borrower pursuant to this Agreement and shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountCollateral.

Overadvances. Insofar as a Borrower Agent may request make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Loans) to Borrowers such failure of condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $2,000,000 or (such Loan or Loans being herein referred B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Required Lenders, and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the terms hereof Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.6(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that the Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and is continuing (other than excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers 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 shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such OveradvanceLender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share applicable Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees, or Lender Group Expenses.

Overadvances. Insofar as a (a) Any provision of this Agreement to the contrary notwithstanding, the Swing Lender may from time to time, in its sole discretion (but with no obligation), at the request of the Borrower may request and Agent or all Lenders pursuant to clause (as provided b) below) may be willing in their sole and absolute discretion to , make Revolving Credit Swing Loans to such the Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded (in connection with a Revolving Credit Loancash management program or otherwise), plus reserves, exceeds, or would exceed with the making in excess of any such Revolving Credit Loan, the Borrowing Base (such Loan or excess Swing Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Agent the Swing Lender shall enter make no Overadvance if, after giving effect to such Overadvance, the total amount of the outstanding RC Loans, Swing Loans and LC Obligations would exceed the lesser of (x) the Borrowing Base plus $5,000,000 or (y) the RC Commitment; provided further, all Overadvances as debits in shall be due and payable upon the Loan Accountearlier of (i) demand and (ii) fifteen (15) days after such Overadvance is made. All Overadvances shall be repaid on demandBase Rate Loans bearing interest at the Base Rate plus the Applicable Margin. (b) Overadvances may be made even if the conditions precedent set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) have not been satisfied if the Agent deems such Overadvances necessary or desirable (i) to preserve or protect the Collateral, shall or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be secured paid by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made Borrowers or any of them pursuant to the terms hereof of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses) and other sums payable under the Loan Documents. Nothing in this Section 2.2 shall be made construed as a waiver of any Default or Event of Default, if any, that may have occurred or be continuing. (c) Without limiting the generality of Subsection 2.3.3 (Participation by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 Lenders) whether or less may, unless not a Default or Event of Default has occurred and is continuing (other than a Default shall then exist or Event of Default caused by be continuing, the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall Swing Lender may require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, at any time and from time to time, to fund their risk participations as described in Subsection 2.3.3 (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountParticipation by Lenders).

Overadvances. Insofar (a) If at any time or for any reason the aggregate amount of all Revolving Extensions of Credit and all EXIM Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base plus the EXIM Borrowing Base then in effect (any such excess, an “Overadvance”), the Borrower shall immediately pay the full amount of such Overadvance to the Administrative Agent, without notice or demand, for application against the Revolving Extensions of Credit in accordance with the terms hereof. Without limiting Borrower’s obligation to repay any amount of the Overadvance, Borrower agrees to pay interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. (b) The Administrative Agent and the Lenders (including any Issuing Lender in its capacity as a Borrower may request Issuing Lender and any Swingline Lender in its capacity as Swingline Lender) shall have no obligation to make any Loan if an Overadvance would result, unless the Administrative Agent or and all Lenders (as provided below) may be willing expressly agree to do so in their sole and absolute discretion to make Revolving Credit Loans to discretion, in which case such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All permitted Overadvances shall be repaid on demand, shall be secured in full upon demand by the Collateral and Administrative Agent; provided that the foregoing shall bear interest as provided not (i) modify or abrogate any of the provisions of Section 2 regarding each Lender’s obligation to fund its participations in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably L/C Disbursements in accordance with their its respective Revolving Loan Percentages. Overadvances L/C Percentage, and to fund its respective Swingline Participation Amount of any Swingline Loan, or (ii) result in any claim or liability against the aggregate Administrative Agent (regardless of the amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such any Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountUnintentional Overadvances.

Overadvances. Insofar as a Borrower Representative may request and Agent or all Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower the respective Borrowers as to which they have Revolving Loan Commitments at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit LoanLoan or the incurrence of any LC Obligation, the Aggregate Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the applicable Loan Account, subject to subsection 1.1.1(e) in the case of the Overadvances to Canadian Borrower or any U.K. Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral (provided that Overadvances to U.S. Borrower shall only be secured by the U.S. Collateral) and shall bear interest as provided in this Agreement for Revolving Credit Loans (for the applicable Borrower) generally. Any Overadvance made pursuant to the terms hereof shall be made to the respective Borrowers: (i) with respect to Overadvances to U.S. Borrower, by all Lenders (except U.K. Lender and Canadian Lender) ratably in accordance with their respective Revolving Loan Percentages, (ii) with respect to Overadvances to U.K. Borrowers, by U.K. Lender and, following a refunding under Section 3.14, ratably by U.K. Participants and (iii) with respect to Overadvances to Canadian Borrower, by Canadian Lender and, following a refunding under Section 3.13, ratably by the Canadian Participants. Overadvances in the aggregate amount of $2,500,000 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 5,000,000 but less than $10,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Majority Lenders. Overadvances in an aggregate amount of $10,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty thirty (6030) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty thirty (6030) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as a applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower may request on behalf of Lenders intentionally and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make with actual knowledge that such Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit LoanLoans, plus reserves, exceedsSwingline Loans, or Letters of Credit would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, the Administrative Agent (after consultation with and consent of the Collateral Agent) may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the Borrowing Base, or (b) Excess Availability to be less than $2,500,000 15.0 million, in each case as the Administrative Agent may deem necessary or less may, unless a Default or Event of Default has occurred advisable in its discretion (each an "OVERADVANCE" and is continuing (other than a Default or Event of Default caused by collectively the existence or making of such Overadvance"OVERADVANCES"), be made in provided, that: (i) the sole and absolute discretion of Agent. Overadvances in an aggregate total principal amount of more than $2,500,000 and the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the occurrence Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender's Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceii) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wA) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xB) after all outstanding Overadvances have been repaid, the Administrative Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty demand from Borrower together with interest thereon for each day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 from the date such payment was due until the date such amount is paid to the extent such Revolving Credit Loans would cause a Lender’s share Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan its Pro Rata Percentage of any such Overadvance provided, that the LC AmountAdministrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. Insofar If (i) the U.S. Revolver Usage plus FILO Usage exceeds (including as a Borrower may request and Agent result of terminating or all Lenders (as provided belowamortizing the FILO Commitments pursuant to Section 2.1.4(c)) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the U.S. Borrowing Base (such Loan a “U.S. Overadvance”) or Loans being herein referred to individually as an (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance” and collectively”) at any time, the excess amount shall be payable by U.S. Borrowers or Foreign Borrowers, as “Overadvances”applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in (b) the aggregate amount of $2,500,000 Overadvances existing at any time does not exceed 7.5% of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed 12.5% of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or less may(ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall be advanced under the U.S. Revolver Commitments (but not the FILO Commitments), unless shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by Agent or Event Lenders of Default has occurred and is continuing (other than a Default or the Event of Default caused by the existence thereby. In no event shall any Borrower or making other Obligor be deemed a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke Agent. Overadvances in an aggregate amount of more than $2,500,000 and ’s authority to make further Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share Borrowers of the Revolving Credit Loans applicable Borrower Group by written notice to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountAgent.

Overadvances. Insofar as a Borrower (a) The Agent may request make voluntary Overadvances without the written consent of the Required Lenders for interest, fees or expenses due to Lenders in accordance with the provisions hereof. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Advances) to the Borrowers, at the request of a Borrower, notwithstanding such failure of condition(s), so long as, at any time, either (i) the aggregate amount of then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to such Borrower at a time when five percent (5%) of the unpaid balance Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans plus would not exceed the sum Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders, and (B) such Overadvances are made pursuant to a plan (proposed by the Agent and agreed to by the Required Lenders) for the elimination of such Overadvances. The Overadvances made under clause (i) of this Section 4.12(a) shall be repayable not later than fifteen (15) days after the making of such Overadvances unless otherwise agreed by the Required Lenders. The foregoing provisions are for the sole and exclusive benefit of the LC Amount plus Agent and the amount Lenders and are not intended to, and shall not be construed to, create any obligations of LC Obligations the Agent or any Lender to the Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and Agent Advances, as applicable, that have not been reimbursed by Borrowers or funded with a Revolving Credit Loanare made pursuant to this Agreement shall be subject to the same terms and conditions as any other Advance except that such advances shall bear interest at the then Effective Interest Rate; provided, plus reserveshowever, exceeds, or would exceed with that the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent Overadvance shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount not constitute a waiver of $2,500,000 or less may, unless a any Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the then in existence or making of such Overadvance), be made in arising therefrom. (b) In the sole and absolute discretion of Agent. Overadvances in an event the Agent obtains actual knowledge that the aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, the Agent shall notify the Lenders under this subsection 1.1.2 as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the extent such Revolving Credit Loans applicable Loan Account for interest, fees, or expenses) unless the Agent determines that prior notice would cause result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with the Agent, jointly determine the terms of arrangements that shall be implemented with the Borrowers intended to reduce, within a Lender’s share reasonable time, the outstanding principal amount of the Revolving Credit Loans of the Borrowers to exceed 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. (c) Each Lender shall be obligated to settle with the Agent as provided in Section 4.7 for the amount of such Lender’s Revolving Loan Commitment minus 's ratable share of any Overextension reported to such Lender’s Revolving , any Overadvances made as permitted under this Section 4.12, and any Overextension resulting from the charging to the applicable Loan Percentage Account interest, fees, or expenses. (d) Any and all Overadvances made by the Agent (i) shall be repaid upon the demand of the LC AmountAgent (except as set forth in Section 4.12(a)(ii) which amounts shall be repaid pursuant to a plan for repayment as described in Section 4.12(a)(ii) above), (ii) be secured by the Collateral, and (iii) constitute Advances and Secured Obligations hereunder.

Overadvances. Insofar as a Borrower may request (a) None of the Administrative Agent, the Collateral Agent and Agent or all the Lenders (as provided below) may be willing in their sole and absolute discretion shall have any obligation to make any Revolving Credit Loans Loan (including, without limitation, any Swingline Loan) or to such Borrower at a time when provide any Letter of Credit if an Overadvance would result. (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the unpaid balance of Revolving Credit Loans plus Borrowers without the sum consent of the LC Amount plus Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the amount benefit of LC Obligations that have not been reimbursed by the Borrowers or funded with and shall constitute a Revolving Credit LoanLoan and an Obligation. The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding, plus reserves, exceeds, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured c) The making by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation Administrative Agent of a Default Permitted Overadvance shall not modify or an Event abrogate any of Default the provisions of (other than a Default or Event i) SECTION 2.13(g) regarding the Lenders’ obligations to purchase participations with respect to Letter of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingCredit Disbursements, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (zii) shall Agent make Revolving Credit SECTION 2.06 and SECTION 2.22 regarding the Lenders’ obligations with respect to participations in Swingline Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountand settlements thereof.

Overadvances. Insofar as a (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided belowbut shall have absolutely no obligation to) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum Borrowers, on behalf of the LC Amount plus the amount of LC Obligations Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”), Agent ; provided that the aggregate principal amount of Overadvances outstanding at any time shall enter such Overadvances as debits not exceed (i) $30,000,000 in the Loan Accountaggregate or (ii) together with the aggregate principal amount of Protective Advances outstanding at such time pursuant to Section 2.04, $45,000,000 in the aggregate; provided, further, that no Overadvance may be made if, after giving effect thereto, the sum of any Lender’s Credit Exposure and Pre-Petition Credit Exposure shall exceed its Revolving Commitment. The Overadvances shall be secured by the Liens in favor of the Administrative Agent in and on the Collateral and shall constitute Obligations hereunder. All Overadvances shall be repaid on demand, ABR Borrowings. The Borrowers shall be secured required to repay each Overadvance no later than the 60th day after the date of the making thereof. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Collateral Required Lenders. Any such revocation must be in writing and shall bear interest as provided become effective prospectively upon the Administrative Agent’s receipt thereof. (b) The Administrative Agent may by notice given not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in this Agreement for Revolving Credit Loans generallyall or a portion of any Overadvance outstanding. Any Overadvance made pursuant to the terms hereof Such notice shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in specify the aggregate principal amount of $2,500,000 or less may, unless a Default or Event of Default has occurred the Overadvance in which the Lenders will be required to participate and is continuing (other than a Default or Event of Default caused by the existence or making each Lender’s Applicable Percentage of such Overadvance. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and in any event, if such notice is received by 12:00 p.m., New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent, the account of the Administrative Agent, such Lender’s Applicable Percentage of such Overadvance. Each Lender acknowledges and agrees that its obligation to acquire participations in Overadvances pursuant to this paragraph is absolute and unconditional and shall not be made affected by any circumstance whatsoever, including nonsatisfaction of any of the conditions precedent set forth in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after Section 4.02, the occurrence and during the continuation continuance of a Default or an Event any reduction or termination of Default the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (other than a Default or Event and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of Default caused the Lenders pursuant to this paragraph). From and after the date, if any, on which any Lender has paid in full for its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Applicable Percentage of all payments of principal and interest and all proceeds of Collateral thereafter received by the existence or making Administrative Agent in respect of such Overadvance) ; provided that any such payment or proceeds so distributed shall require be repaid to the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Administrative Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 if and to the extent such Revolving Credit Loans would cause payment or proceeds shall be required to be refunded to the Borrowers for any reason. The purchase of participations in any Overadvance pursuant to this paragraph shall not constitute a Lender’s share Loan and shall not relieve the Borrowers of the Revolving Credit Loans their obligation to exceed repay such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountOveradvance.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as a applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower may request on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, the Administrative Agent or all Lenders (as provided belowafter consultation with and consent of the Collateral Agent) may make (or cause to be willing made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent and the Collateral Agent may deem necessary or advisable in their sole and absolute collective discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as collectively the “Overadvances”), Agent shall enter such Overadvances as debits in provided, that: (i) the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate total principal amount of $2,500,000 the Overadvances to Borrower which the Administrative Agent may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceii) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wA) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xB) after all outstanding Overadvances have been repaid, the Administrative Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty demand from Borrower together with interest thereon for each day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 from the date such payment was due until the date such amount is paid to the extent such Revolving Credit Loans would cause a Lender’s share Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan its Pro Rata Percentage of any such Overadvance provided, that the LC AmountAdministrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) [Reserved]. (c) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial European Revolving Credit Exposure to the European Borrowers exceeds the European Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the European Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “European Overadvance”); provided that, no European Overadvance shall result in a Default or Event of Default caused by for as long as such European Overadvance remains outstanding in accordance with the existence terms of this paragraph. European Overadvances shall be denominated in Dollars, Euros or making Sterling. Any European Overadvance denominated in Dollars shall be an ABR Borrowing. Any European Overadvance denominated in Euros or Sterling shall be xxx XXXX Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make European Overadvances in is limited to an aggregate amount not to exceed, when taken together with any European Protective Advances 10% of more than $2,500,000 the European Borrowing Base in effect at such time. Each European Overadvance shall mature and Overadvances to be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such European Overadvance is made; it being understood and agreed that no European Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial European Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial European Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial European Revolving Lender’s Revolving Loan Commitment minus Initial European Commitment. (d) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance or European Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (e) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each European Overadvance shall be secured by the Lien on the European Collateral in favor of the Administrative Agent and shall constitute a European Obligation hereunder. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrowers exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be an ABR Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be an Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time. Each Canadian Overadvance shall mature and Overadvances to be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence date on which such Canadian Overadvance is made; it being understood and during agreed that no Canadian Overadvance shall cause the continuation Initial Canadian Revolving Credit Exposure of any Initial Canadian Revolving Lender to exceed such Initial Canadian Revolving Lender’s Initial Canadian Commitment. (c) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial European Revolving Credit Exposure to the European Borrowers exceeds the European Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the European Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a Default or an Event of Default (other than “European Overadvance”); provided that, no European |NY\7652510.20US-DOCS\114316435.10|| Overadvance shall result in a Default or Event of Default caused for as long as such European Overadvance remains outstanding in accordance with the terms of this paragraph. European Overadvances shall be denominated in Dollars, Euros or Sterling. Any European Overadvance denominated in Dollars shall be an ABR Borrowing. Any European Overadvance denominated in Euros or Sterling shall be an LIBO Rate Borrowing. The authority of the Administrative Agent to make European Overadvances is limited to an aggregate amount not to exceed, when taken together with any European Protective Advances 10% of the European Borrowing Base in effect at such time. Each European Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the existence or making of such OveradvanceAdministrative Agent and (iii) shall require 30 days after the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such European Overadvance is made; it being understood and agreed that no European Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial European Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial European Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial European Revolving Lender’s Revolving Loan Commitment minus Initial European Commitment. (d) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance, Canadian Overadvance or European Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (e) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. Each European Overadvance shall be secured by the Lien on the European Collateral in favor of the Administrative Agent and shall constitute a European Obligation hereunder. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a Borrower Agent may request make voluntary Overadvances without the written consent of the Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(j)(i)(2)(C). If the conditions for borrowing under Section 3.2 cannot be fulfilled, Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Loans) to Borrower such failure of conditions notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $2,000,000 or (such Loan or Loans being herein referred B)(y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Required Lenders, and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the terms hereof Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(n) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.6(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that the Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(n) to make Overadvances (except for and is continuing (other than excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with 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 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 shall be obligated to settle with Agent as provided in Section 2.1(k) for the amount of such OveradvanceLender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(n), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share applicable Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees, or Lender Group Expenses.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as a applicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except that the Administrative Agent (after consultation with the Collateral Agent) may request and Agent make (or all cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as the Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by (after consultation with the Collateral and shall bear interest as provided Agent) may deem necessary or advisable in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to its discretion, provided, that: (a) the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate total principal amount of $2,500,000 the Overadvances to any Borrower which the Administrative Agent may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20 million outstanding at any time less the then outstanding amount of any Special Agent Advances and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, (xii) no Overadvance shall be made at any time an Event of Default shall exist and (iii) after all outstanding Overadvances have been repaid, the Administrative Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were Overadvance was outstanding, (yc) the Administrative Agent shall Overadvances be outstanding entitled to recover such funds, on more than ninety (90) days within any one hundred eighty demand from the Borrowers together with interest thereon for each day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 from the date such payment was due until the date such amount is paid to the extent Administrative Agent at the interest rate provided for in Section 2.06(c), and (d) the Collateral Agent must consent to such Revolving Credit Loans would cause a Lender’s share Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan its Pro Rata Percentage of any such Overadvance provided, that the LC AmountAdministrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. Insofar as a Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion to approve, or as Agent shall otherwise elect to make in its sole and absolute discretion, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to such Borrower Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of LC Exposure (other than the Cash Collateralized LC Amount Exposure) plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), . Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 15,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), may be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of $15,000,000 or more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Majority Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wx) shall any Overadvances be outstanding for more than sixty (60) 60 consecutive days, (xy) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) 5 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s Xxxxxx's share of the Revolving Credit Loans to exceed such Lender’s Xxxxxx's Revolving Loan Commitment minus such Lender’s Xxxxxx's Revolving Loan Percentage of the LC AmountExposure, unless such Lender consents thereto.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders If (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus U.S. Revolver Usage exceeds the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the U.S. Borrowing Base (such Loan a “U.S. Overadvance”) or Loans being herein referred to individually as an (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance” and collectively”) at any time, the excess amount shall be payable by U.S. Borrowers or Foreign Borrowers, as “Overadvances”applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in (b) the aggregate amount of $2,500,000 Overadvances existing at any time does not exceed 7.5% of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed 12.5% of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or less may, unless (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an 63 Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by Agent or Event Lenders of Default has occurred and is continuing (other than a Default or the Event of Default caused by the existence thereby. In no event shall any Borrower or making other Obligor be deemed a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke Agent. Overadvances in an aggregate amount of more than $2,500,000 and ’s authority to make further Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share Borrowers of the Revolving Credit Loans applicable Borrower Group by written notice to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountAgent.

Overadvances. Insofar as a Borrower (i) The Borrowers may request of the Agent in writing from time to time that the Lenders make loans to the Borrowers at a time, or the Agent may permit loans, when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding to exceed the Borrowing Base. Any such written notice from the Borrowers to the Agent as contemplated by the immediately preceding sentence shall set forth the dollar amount of such contemplated overadvance, and, such notice shall be provided to the Agent at least five (5) Business Days prior to the Borrower's intended borrowing creating such overadvance. The Agent, as agent for and Agent on behalf of the Lenders, shall consider any such request and may determine to make such loan or all Lenders (as provided below) may be willing loans in their its sole and absolute discretion unrestricted discretion, subject to make Revolving Credit Loans to clause (ii) of this Section 2.7. Any such Borrower at a time when overadvances shall be made for the unpaid balance debit account of Revolving Credit Loans plus the sum each of the LC Amount plus Lenders and the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with Lenders shall reimburse the Agent for the making of any such Revolving Credit Loan, loan as though such loan were a Loan duly made in accordance with the Borrowing Base terms of this Agreement (any such Loan loan or Loans loans being herein referred to individually as an “"Overadvance” " and collectively, collectively as “"Overadvances”"), . The Agent shall enter such Overadvances Overadvances, along with all interest, expenses and charges relating thereto, as debits in the Loan Account. All Overadvances shall be repaid on demandbear interest at a rate per annum equal to 2.00% above the Base Rate in effect from time to time provided that if any Overadvance or any portion thereof is not paid when due, shall be secured by then the Collateral and unpaid balance of such overadvance shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandinginterest, in no eventlieu of interest otherwise payable, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent permitted by law, compounded monthly at an interest rate equal to 4% above the Base Rate in effect from time to time after such Revolving Credit Loans would cause a Lender’s share overadvance or any portion thereof becomes overdue. Interest on Overadvances shall be payable, jointly and severally, by the Borrowers to the Agent for the account of the Revolving Credit Loans Lenders monthly in arrears on the first Business Day of each month. Any change in the Base Rate shall result in a change on the same day in the rate of interest to exceed accrue from and after such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage date on the unpaid balance of the LC Amount.principal of any

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and even if a Default or Event of Default has occurred or is continuing or the Borrower is unable to satisfy the conditions to borrowing set forth in Section 4.01 after the Closing Date) (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter make such Overadvances as debits in available to the Loan AccountBorrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Loans generally. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided, that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All Overadvances shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by all the Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, event (w) unless otherwise consented to by all the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 5.0% of the then applicable Borrowing Base, (wx) shall any Overadvances be outstanding for more than sixty (60) 45 consecutive days, (xy) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 10 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) unless otherwise consented to by each affected Lender, shall the Administrative Agent make Revolving Credit Loans on behalf of the applicable Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Commitment minus such Lender’s or the aggregate principal amount of Revolving Loan Percentage of Loans exceed the LC Amountaggregate Revolving Commitments.

Overadvances. Insofar as a (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Borrower Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account; provided, that the aggregate amount of Overadvances outstanding at any time shall not exceed 10% of the Borrowing Base. All Overadvances shall be repaid on promptly following demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Revolving Loan Pro Rata Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event(i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than ten (10) consecutive days, and (ii) unless otherwise consented to by all Lenders, (w) no Overadvances shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 permitted to the extent that such Revolving Credit Loans Overadvances would cause a Lender’s share of the Aggregate Revolving Extensions to exceed the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Maximum Amount.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as a Borrower may request applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and Agent with actual knowledge that such Revolving Loans, Swingline Loans, or all Lenders Letters of Credit would either (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when cause the unpaid balance of Revolving Credit Loans plus the sum aggregate amount of the LC Amount plus Revolving Exposure to exceed the amount Borrowing Base or (ii) be made when one or more of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the other conditions precedent to the making of any Loans hereunder cannot be satisfied except, that, Administrative Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loan, the Borrowing Base on behalf of Lenders (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), Agent shall enter intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the total principal amount of the Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 Borrowers which Administrative Agents may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Administrative Agents shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). Each Lender shall be obligated to pay such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that such Administrative Agent is acting in accordance with the terms of this Section 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to the CAM Percentage. Notwithstanding anything to the contrary herein, (yi) the US Borrowers shall under all circumstances remain jointly and severally liable for all Overadvances be outstanding on more than ninety of either of them and any other Credit Extensions made in excess of the Borrowing Base or the Canadian Borrowing Base, as applicable, or other limitations imposed by the Loan Documents (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 but subject to the extent Order), and all such Revolving Overadvances and other Credit Loans would cause a Lender’s share Extensions shall constitute part of the Revolving Obligations and (ii) the Canadian Borrower shall under all circumstances remain liable for all Overadvances and any other Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage Extensions made in excess of the LC AmountCanadian Borrowing Base or other limitations imposed by the Loan Documents or any order under any Approved Canadian Proceeding, and all such Overadvances and other Credit Extensions shall constitute part of the Canadian Obligations.

Overadvances. Insofar as a Borrower (i) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this subsection (b), at the request of the Administrative Borrower, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided below) may be willing in their sole and absolute discretion but without any obligation to do so), make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum Borrowers, on behalf of the LC Amount plus the amount of LC Obligations Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Excess Availability (any such excess Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that (i) the aggregate amount of Overadvances outstanding at any time, together with the aggregate amount of Agent Advances outstanding at such time, shall enter not exceed $7,500,000, (ii) the aggregate amount of outstanding Overadvances plus the Aggregate Revolving Credit Exposure shall not at any time exceed the Aggregate Revolving Commitments and (iii) the Borrowers shall, jointly and severally, pay all Overadvances on the earlier of demand by the Administrative Agent and 30 days after such Overadvances as debits were funded. Overadvances may be made even if the conditions precedent set forth in the Loan AccountSection 3.2 have not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute Obligations hereunder. All Overadvances shall be Base Rate Loans. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) Upon the making of an Overadvance made pursuant to (whether before or after the terms hereof occurrence of a Default), each Lender shall be made deemed, without further action by all Lenders ratably any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in accordance with their respective Revolving Loan Percentagessuch Overadvance in proportion to its Pro Rata Share. Overadvances in the aggregate amount of $2,500,000 or less The Administrative Agent may, unless at any time (and shall, on at least a Default or Event weekly basis when any Overadvance is outstanding), require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of Default has occurred all payments of principal and is continuing (other than a Default or Event interest and all proceeds of Default caused Collateral received by the existence or making Administrative Agent in respect of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower, on behalf of the Lenders, in amounts that exceed Availability (any such excess Advances are herein referred to collectively as "OVERADVANCES"); provided that, (i) no such event or occurrence shall cause or constitute a Borrower may request and Agent waiver of the Agent's or all Lenders (as provided below) may be willing in their sole and absolute discretion the Lenders' right to refuse to make any further Overadvances, Revolving Credit Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower's failure to comply with Section 2.1.1 (a) for so long as the Agent permits such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Overadvance to remain outstanding, but solely with respect to the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvanceiii) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) event shall any Overadvances be outstanding for more than sixty 60 days (60which days need not be consecutive) consecutive daysin any 120 day period. In addition, (x) after all outstanding Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been repaidsatisfied. All Overadvances shall constitute Floating Rate Advances, shall Agent bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or Lenders make any additional the Facility Termination Date. In addition, all Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 are subject to the extent such Revolving Credit Loans would cause a Lender’s share settlement provisions set forth in Section 2.19. The authority of the Revolving Credit Loans Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no Overadvance shall cause any Lender's Credit Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Lenders may at any time revoke the Agent's authorization to make Overadvances. Any such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of revocation must be in writing and shall become effective prospectively upon the LC AmountAgent's receipt thereof.

Overadvances. Insofar as a Borrower (i) Administrative Agent may request and make or may cause Collateral Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make voluntary Overadvances without the written consent of Required Lenders for amounts charged to the Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(g)(i)(2)(C). Administrative Agent may or may cause Collateral Agent to, but such Agents shall not be obligated to, knowingly and intentionally continue to make Advances to Borrower if, at any time, (1) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $5,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Administrative Agent and agreed to by Required Lenders, and (z) such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance Advances are made pursuant to a plan (proposed by Administrative Agent and agreed to by Required Lenders) for the terms hereof elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (2) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Agents and Lenders and are not intended to benefit Borrower or any other Company in any way. The Agent Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(k) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Loan or Agent Advance, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.6(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that Required Lenders may, at any time, revoke Administrative Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and is continuing (other than excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Administrative Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused arising therefrom. (ii) In the event Administrative Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Administrative Agent shall notify Lenders as soon as practicable (and prior to making or causing Collateral Agent to make any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees or Lender Group Expenses) unless Administrative Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Administrative 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 Required Lenders. (iii) Each Lender shall be obligated to settle with Collateral Agent as provided in Section 2.1(h) for the amount of such OveradvanceLender's Pro Rata Share of any unintentional Overadvances reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(k), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees or Lender Group Expenses.

Overadvances. Insofar as a Borrower Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the time (unless otherwise objected to by the Required Lenders in writing), the Administrative Agent may request in its discretion in order to preserve and Agent protect the Collateral or to preserve and protect the business of the Borrowers, require all Revolving Lenders (as provided below) may be willing in their sole and absolute discretion to make honor requests or deemed requests by the Borrowers for Revolving Credit Loans to such Borrower at a time when the unpaid balance an Overadvance exists or which would result in an Overadvance and each Lender shall be obligated to continue to fund its Commitment Percentage of such Revolving Credit Loans plus not to exceed a maximum amount outstanding equal to its Commitment so long as (i) such Overadvance is not known by the sum Administrative Agent to exceed five percent (5%) of the LC Amount plus then Aggregate Borrowing Base, in the aggregate outstanding at any time, and (ii) such Overadvance is not outstanding for more than forty-five (45) consecutive days (unless the Required Lenders otherwise agree); provided that the foregoing shall not (1) modify or abrogate any of the provisions of §4.3 regarding the Lenders’ obligations with respect to any Unpaid Reimbursement Obligations, or (2) result in any claim or liability against the Administrative Agent (regardless of the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loanany Overadvance) for “inadvertent Overadvances” (i.e., plus reserves, exceeds, or would exceed with where an Overadvance results from changed circumstances beyond the making control of any such Revolving Credit Loan, the Borrowing Base Administrative Agent (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits a reduction in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallycollateral value)). Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of that remains outstanding for more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or forty-five (45) consecutive days shall constitute an Event of Default hereunder (other than a Default or Event of Default caused by unless the existence or Required Lenders otherwise agree). The making of any Overadvance is for the benefit of the Borrowers; such Overadvance) shall require the consent of all LendersOveradvances constitute Loans and Obligations hereunder. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) making of any Overadvance on any one occasion shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall not obligate the Administrative Agent or the Lenders to make other Overadvances on any additional Overadvances unless sixty other occasion or to permit any such Overadvance to remain outstanding. In no event shall the Total Facility Usage (60including any Overadvance and after giving effect to all amounts requested) days or more have expired since exceed the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountTotal Commitment.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swing Line Lender, as a Borrower may request applicable, from making) any Revolving Loans or provide any Letters of Credit to NewPageCo on behalf of Lenders intentionally and Agent with actual knowledge that such Revolving Loans, Swing Line Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders (as provided belowother than Sponsor Affiliated Lenders), except, that, Administrative Agent may make (or cause to be made) may be willing in their sole and absolute discretion to make such additional Revolving Loans or Swing Line Loans or provide such additional Letters of Credit Loans to such Borrower at a time when the unpaid balance on behalf of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base Lenders (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent shall enter such Overadvances as debits may deem necessary or advisable in its discretion, provided, that: (a) the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate total principal amount of $2,500,000 the Overadvances to NewPageCo which Administrative Agent may make or less may, unless a Default provide (or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances cause to be made or provided) after obtaining such actual knowledge that the occurrence Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $15,000,000 million outstanding at any time less the then outstanding amount of any Special Agent Advances and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender’s Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders (other than Sponsor Affiliated Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders), (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Administrative Agent shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to recover such funds, on demand from NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.10. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such Overadvance provided, that Administrative Agent is acting in accordance with the terms of this Section 10.9. All Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountsecured by Collateral.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing 2.4.1. Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances, 10% of the US Borrowing Base in effect at such time; provided that, the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make US Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the US Required Lenders may at any time restore the Administrative Agent’s authorization to make US Overadvances by written notice to the Administrative Agent thereof. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) thirty (30) days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. 2.4.2. Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrower exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (other than but without any obligation to do so), make Revolving Loans to the Canadian Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be a Canadian Base Rate Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be a Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances, 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time; provided that, the Canadian Required Lenders may at any time revoke the Administrative Agent’s authorization to make Canadian Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Canadian Required Lenders may at any time restore the Administrative Agent’s authorization to make Canadian Overadvances by written notice to the Administrative Agent thereof. Each Canadian Overadvance shall mature and be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial Canadian Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Canadian Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Canadian Revolving Lender’s Revolving Loan Commitment minus Initial Canadian Commitment. 2.4.3. Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance or Canadian Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. 2.4.4. Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Revolving Facility Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Facility Loans to such Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Revolving Facility Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 7.5 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Facility Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Revolving Facility Lenders, shall Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to 7.5 million be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lendersoutstanding at any time, (wx) shall any Overadvances be outstanding for more than sixty (60) 45 consecutive days, (xy) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) unless otherwise consented to by each affected Lender, 66 QDI – A&R Credit Agreement (2014) shall the Administrative Agent make Revolving Credit Facility Loans on behalf of the applicable Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Facility Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountFacility Commitment.

Overadvances. Insofar as a Borrower may request and Agent (a) If at any time or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus for any reason the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a the Total Revolving Extensions of Credit Loanexceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, plus reserves, exceeds, or would exceed with and (y) the making amount of any such Revolving Credit Loan, the Borrowing Base then in effect (any such Loan or Loans being herein referred to individually as excess, an “Overadvance” ”), the Borrower shall pay on demand the full amount of such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (b) Upon the occurrence and collectivelyduring the continuance of an Event of Default, the Administrative Agent, in its sole discretion, may make Revolving Loans to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, if the Administrative Agent, in its reasonable credit judgment, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower pursuant to this Agreement (such Revolving Loans, “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.8(b). If Protective Overadvances are made in accordance with the preceding sentence, Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrower on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a Borrower (a) Any provision of this Agreement to the contrary notwithstanding, the Lenders may request and Agent or all from time to time, at the direction of the Majority Lenders (as provided but with no obligation), at the request of the Borrower or pursuant to clause (b) below) may be willing in their sole and absolute discretion to , make Revolving Credit RC Loans to such the Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded (in connection with a Revolving Credit Loancash management program or otherwise), plus reserves, exceeds, or would exceed with the making in excess of any such Revolving Credit Loan, the Borrowing Base (such Loan or excess RC Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Agent the Lender shall enter make no Overadvance if, after giving effect to such Overadvance, the total amount of the outstanding RC Loans and LC Obligations would exceed the lesser of (x) the Borrowing Base plus $5,000,000 or (y) the RC Commitment; provided further, all Overadvances as debits in shall be due and payable upon the Loan Accountearlier of (i) demand and (ii) fifteen (15) days after such Overadvance is made. All Overadvances shall be repaid on demandBase Rate Loans bearing interest at the Base Rate plus the Applicable Margin. (b) Overadvances may be made even if the conditions precedent set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) have not been satisfied if the Majority Lenders deem such Overadvances necessary or desirable (i) to preserve or protect the Collateral, shall or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iii) to pay any other amount chargeable to or required to be secured paid by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made Borrowers or any of them pursuant to the terms hereof of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses) and other sums payable under the Loan Documents. Nothing in this Section 2.2 shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount construed as a waiver of $2,500,000 or less may, unless a any Default or Event of Default has Default, if any, that may have occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountcontinuing.

Overadvances. Insofar as a (a) [Reserved]. (b) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may request and Agent in its sole discretion (but with absolutely no obligation), on behalf of the U.S. Tranche Lenders or all Lenders the European Tranche Lenders, (as provided belowi) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the applicable Borrowers in amounts such Borrower at a time when that the unpaid balance of Revolving Credit requested Loans plus the sum are not in compliance of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Exposure Limitations (any such Loans made not in compliance of the Revolving Credit LoanExposure Limitations, to the Borrowing Base (extent not in compliance of such Loan or Loans being limitations, are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”)) or (ii) (A) deem the amount of U.S. Tranche Revolving Loans outstanding to the U.S. Borrowers that are in excess of the U.S. Excess Availability to be Overadvances or (B) deem the amount of Loans outstanding to the European Borrowers that are in excess of the European Excess Availability to be Overadvances; provided that, Agent no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances to the U.S. Borrowers shall constitute CBFR Borrowings. All Overadvances to the U.K. Borrowers and/or the Dutch Borrowers shall constitute Overnight LIBO Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances on behalf of the U.S. Tranche Lenders shall be repaid limited to an aggregate principal amount of ten percent (10%) of the aggregate U.S. Tranche Commitments of all U.S. Tranche Lenders at such time, and the authority of the Administrative Agent to made Overadvances on demand, behalf of the European Tranche Lenders shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant not exceed an aggregate principal amount equal to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in Dollar Equivalent of ten percent (10%) of the aggregate amount European Tranche Commitments of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of all European Tranche Lenders at such Overadvance), be made in the sole and absolute discretion of Agenttime. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation No Overadvance on behalf of a Default or an Event U.S. Tranche Lender shall cause such Lender’s U.S. Tranche Revolving Exposure to exceed its U.S. Tranche Commitment, and no Overadvance on behalf of Default (other than a Default or Event of Default caused by the existence or making of European Tranche Lender shall cause such Overadvance) shall require the consent of all LendersLender’s European Tranche Revolving Exposure to exceed its European Tranche Commitment. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be No Overadvance may remain outstanding for more than sixty thirty (6030) consecutive days. Notwithstanding the foregoing, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (xc) Upon the making of an Overadvance (whether before or after all outstanding Overadvances the occurrence of a Default), each U.S. Tranche Lender (in the case of any Overadvance made on behalf of the U.S. Tranche Lenders), and each European Tranche Lender (in the case of any Overadvance made on behalf of the European Tranche Lenders) shall be deemed, without further action by any party hereto, to have been repaidunconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, shall an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the U.S. Tranche Commitments and/or the European Tranche Commitments, as applicable. The Administrative Agent or may, at any time, require the Lenders make any additional Overadvances unless sixty (60) days or more have expired since to fund their participations. From and after the last date date, if any, on which any Overadvances were outstandingLender is required to fund its participation in any Overadvance purchased hereunder, (y) the Administrative Agent shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 promptly distribute to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed , such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the LC AmountAdministrative Agent in respect of such Overadvance.

Overadvances. Insofar Any provision of this Agreement to the contrary notwithstanding, at the request of Revolving Borrowers, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Revolving Borrowers, on behalf of the Lenders, in amounts that exceed Availability (any such excess Advances are herein referred to collectively as "Overadvances"); provided that, (i) no such event or occurrence shall cause or constitute a Borrower may request and Agent waiver of Agent's or all Lenders (as provided below) may be willing in their sole and absolute discretion Lenders' right to refuse to make any further Overadvances, Revolving Credit Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, and (ii) no Overadvance shall result in a Default or Unmatured Default due to any Revolving Borrower's failure to comply with Section 2.1.1 (a) for so long as Agent permits such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Overadvance to remain outstanding, but solely with respect to the amount of LC Obligations that such Overadvance. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the other conditions precedent set forth in Section 4.2 have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with satisfied (other than the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”condition regarding Availability), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall be secured by the Collateral and shall bear interest as provided at the default rate set forth in this Agreement for Revolving Credit Loans generallySection 2.12 and shall be payable on the earlier of demand or the Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.19. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount of more than not to exceed $2,500,000 4,000,000 at any time and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) no Overadvance shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall cause any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Lender's Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Lenders may at any time revoke the Agent's authorization to make Overadvances. Any such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of revocation must be in writing and shall become effective prospectively upon the LC AmountAgent's receipt thereof.

Overadvances. Insofar as a Borrower Borrowers may request and Agent or all Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 500,000 but less than $1,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.. CHICAGO/#1571873.4

Overadvances. Insofar as a Borrower (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided below) may be willing in their sole and absolute discretion to but with absolutely no obligation), make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum Borrower, on behalf of the LC Amount plus the amount of LC Obligations Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base Excess Availability (such Loan or Loans being herein referred to individually as an “Overadvance” and collectivelyexcess Revolving Loans, as “Overadvances”), Agent ; provided that no Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event due to the Borrower’s failure to comply with Section 3.01(a) for so long as such Overadvance remains outstanding in accordance with the terms of Default caused by this paragraph, but solely with respect to the existence or making amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 6.02(d) has not been satisfied or waived in accordance with Section 11.01. All Overadvances shall require constitute Base Rate Loans. The authority of the consent Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed at any time, together with the aggregate principal amount of all Lenders. The foregoing notwithstandingProtective Advances outstanding at such time, in 5% of the Total Revolving Commitments, no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be Overadvance may remain outstanding for more than sixty forty-five (6045) consecutive daysBusiness Days (unless consented to by the Required Lenders) and no Overadvance shall cause any Lender’s Aggregate Exposure to exceed its Revolving Commitment; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (ii) Upon the making of an Overadvance by the Administrative Agent, (x) each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Aggregate Exposure Percentage. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after all outstanding Overadvances have been repaidthe date, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date if any, on which any Overadvances were outstandingLender funds its participation in any Overadvance purchased hereunder, (y) the Administrative Agent shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 promptly distribute to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed , such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Aggregate Exposure Percentage of all payments of the LC Amountprincipal of, interest on and all proceeds of Collateral received by the Administrative Agent in respect of such Overadvance.

Overadvances. Insofar (i) Upon request of the Borrowers, the Agent may permit loans when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding to exceed the Borrowing Base. The Agent may require that such request be made in writing, setting forth the dollar amount of such contemplated overadvance, and be submitted to the Agent at least five (5) Business Days prior to the Borrowers' intended borrowing creating such overadvance. The Agent, as a Borrower may agent for and on behalf of the Lenders, shall consider any such request and Agent may determine to make such loan or all Lenders (as provided below) may be willing loans in their its sole and absolute discretion unrestricted discretion, subject to make Revolving Credit Loans to clause (ii) of this Section 2.7. Any such Borrower at a time when overadvances shall be made for the unpaid balance debit account of Revolving Credit Loans plus the sum each of the LC Amount plus Lenders and the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with Lenders shall reimburse the Agent for the making of any such Revolving Credit Loan, loan as though such loan were a Loan duly made in accordance with the Borrowing Base terms of this Agreement (any such Loan loan or Loans loans being herein referred to individually as an “"Overadvance” " and collectively, collectively as “"Overadvances”"), . The Agent shall enter such Overadvances Overadvances, along with all interest, expenses and charges relating thereto, as debits in the Loan Account. All Overadvances shall be repaid bear interest at a rate per annum equal to 2.50% above the Base Rate in effect from time to time provided that if any Overadvance or any portion thereof is not paid when due, then the unpaid balance of such overadvance shall bear interest, in lieu of interest otherwise payable, to the extent permitted by law, compounded monthly at an interest rate equal to 4% above the Base Rate in effect from time to time after such overadvance or any portion thereof becomes overdue. Interest on demand, Overadvances shall be secured payable, jointly and severally, by the Collateral and shall bear interest as provided Borrowers to the Agent for the account of the Lenders monthly in this Agreement for Revolving Credit Loans generallyarrears on the first Business Day of each month. Any Overadvance made change in the Base Rate shall result in a change on the same day in the rate of interest to accrue from and after such date on the unpaid balance of principal of any Overadvance. Interest accruing on the unpaid balance of overadvances from time to time shall be calculated on the basis of a 360-day year for the actual number of days elapsed. (ii) Although it will be within the discretion of the Agent to approve or reject requests from the Borrowers for Overadvances under this Agreement, and Overadvances shall otherwise only be permitted as contemplated hereby, in no event shall: (a) the aggregate amount of Overadvances pursuant to Section 2.7(i) at any one time outstanding exceed the terms lesser of: (1)(w) the maximum aggregate amount of $7,500,000 between the date hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in and June 30, 2000, (x) the maximum aggregate amount of $5,000,000 between July 1, 2000 and September 29, 2000, (y) the maximum aggregate amount of $2,500,000 between September 30, 2000 and December 29, 2000, and (z) $0 from and after December 30, 2000; or less may, unless a Default or Event (2) the then applicable Borrowing Base Percentage of Default has occurred and is continuing the Net Security Value of Base Inventory plus 5%; (other than a Default or Event of Default caused by b) the existence or making of such Overadvance), be made debit balance in the sole and absolute discretion Loan Account at any one time outstanding exceed the Maximum Amount minus the aggregate face amount of Agent. Overadvances in an Letters of Credit outstanding; (c) the aggregate amount of more than Overadvances pursuant to Section 2.7(i) at any one time outstanding plus the sum of the Borrowing Base Percentage of the Net Security Value of Inventory and 55% of the Eligible Documentary Letters of Credit exceed $2,500,000 and Overadvances to 120,000,000; and (d) any Overadvance be made after the occurrence and during the continuation of a Default or at such time as there exists an Event of Default (other than or Default. In addition, the Borrowers hereby jointly and severally covenant and agree to cause there to be outstanding no Overadvances for thirty consecutive days during the period from October 1 through November 30 of each year prior to the Maturity Date. Failure of the Borrowers to maintain any of the foregoing conditions, covenants or agreements shall constitute a Default or payment Event of Default caused by the existence or making of such Overadvance) pursuant to Section 7.1(i), and shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented be deemed to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 a failure to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountperform an obligation hereunder.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Borrower Representative on behalf of the amount Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of LC Obligations the Borrower), on behalf of the Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.19. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed 5% of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstandingBorrowing Base at any time, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be Overadvance may remain outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, thirty days and no Overadvance shall Agent or Lenders make cause any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrowers exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be an ABR Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be an Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time. Each Canadian Overadvance shall mature and Overadvances to be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial Canadian Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Canadian Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Canadian Revolving Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountInitial Canadian Commitment.

Overadvances. Insofar as a Borrower Foothill may request make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(f)(i)(2)(C). If the conditions for borrowing under Section 3.2(a) or (b) cannot be fulfilled, Foothill may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances to Borrower, such failure or condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $2,000,000 or (such Loan or Loans being herein referred B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Foothill and agreed to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Required Lenders, and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance (z) such Advances are made pursuant to a plan (proposed by Foothill and agreed to by the terms hereof Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill and are not intended to benefit Borrower in any way. The Advances that are made pursuant to this Section 2.1(h) shall be made by all Lenders ratably subject to the same terms and conditions as any other Foothill Advance, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.6(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than Default; provided, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountarising therefrom.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial Revolving Credit LoanExposure exceeds the North American Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to any North American Borrower, on behalf of the making of Initial Revolving Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”); provided that, Agent no Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such Overadvance remains outstanding in accordance with the terms of this paragraph. All Overadvances to the US Borrower denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Overadvances to the Canadian Borrower denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The authority of the Administrative Agent to make Overadvances is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed, when taken together with any Protective Advances, 10% of more than $2,500,000 the North American Borrowing Base in effect at such time; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Required Lenders may at any time restore the Administrative Agent’s authorization to make Overadvances by written notice to the Administrative Agent thereof. Each Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) thirty (30) days after the date on which such Overadvance is made. No Overadvance may be made if, after giving effect thereto, such Overadvance shall cause (A) the aggregate amount of outstanding Protective Advances and Overadvances to be made after exceed 10% of the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all LendersNorth American Borrowing Base, (wB) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Initial Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Revolving Lender’s Initial Commitment, (C) the aggregate Initial Revolving Loan Credit Exposure of all Initial Revolving Lenders to exceed the Aggregate North American Commitment minus or (D) the Total Revolving Credit Exposure to exceed the Aggregate Commitment. (b) [Reserved]. (c) Upon the making of any Overadvance, each Initial Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in #94513555v35 the relevant Overadvance in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (d) Each Overadvance shall be secured by the Liens on the North American Collateral in favor of the LC AmountAdministrative Agent and shall constitute a North American Obligation hereunder. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as a Borrower may request applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make with actual knowledge that such Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit LoanLoans, plus reserves, exceedsSwingline Loans, or Letters of Credit would exceed with the making of any such Revolving Credit Loan, the Borrowing Base either (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in i) cause the aggregate amount of $2,500,000 the Revolving Exposure to exceed the Borrowing Base or less may, unless a Default (ii) be made when one or Event more of Default has occurred and is continuing (the other than a Default or Event of Default caused by conditions precedent to the existence or making of Loans hereunder cannot be satisfied except, that, Administrative Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an "Overadvance" and collectively, the "Overadvances"), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the sole and absolute discretion of Agent. Overadvances in an aggregate total principal amount of more than $2,500,000 and the Overadvances to the Borrowers which Administrative Agents may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the occurrence conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time and during shall not cause the continuation Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Default or an Event of Default Lender to exceed such Lender's Revolving Commitment, (other than a Default or Event of Default caused by the existence or making of such Overadvanceb) shall require without the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (wi) no Overadvance shall any Overadvances be outstanding for more than sixty (60) consecutive days, days and (xii) after all outstanding Overadvances have been repaid, Administrative Agents shall Agent or Lenders not make any additional Overadvances Overadvance unless sixty (60) days or more have expired elapsed since the last date on which any Overadvances were outstandingOveradvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, (y) on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). Each Lender shall Overadvances be outstanding on more than ninety (90) days within obligated to pay such Administrative Agent the amount of its Pro Rata Percentage of any one hundred eighty day (180) period or (z) such Overadvance provided, that such Administrative Agent is acting in accordance with the terms of this Section 10.10 and provided further, if a CAM Exchange shall Agent make Revolving Credit Loans on behalf have occurred, then the Pro Rata Percentage of Lenders under this subsection 1.1.2 any such Overadvance shall be calculated by reference to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountCAM Percentage.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 10.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $2,500,000 10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, Revolving Lenders will: (wa) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, ; (xb) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, ; or (yc) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall will the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(2) to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a Borrower (a) The Agent may request make voluntary Overadvances without the written consent of the Required Lenders for interest, fees or expenses due to Lenders in accordance with the provisions hereof. If the conditions for borrowing under SECTION 5.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Advances) to the Borrower, at the request of Borrower, notwithstanding such failure of condition(s), so long as, at any time, either (i) the aggregate amount of then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to such Borrower at a time when ten percent (10%) of the unpaid balance Revolving Credit Facility Amount or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans plus would not exceed the sum Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders and (B) such Overadvances are made pursuant to a plan (proposed by the Agent and agreed to by the Required Lenders) for the elimination of such Overadvances. The foregoing provisions are for the sole and exclusive benefit of the LC Amount plus Agent and the amount Lenders and are not intended to, and shall not be construed to, create any obligations of LC Obligations the Agent or any Lender to the Borrower with respect to Overadvances or otherwise benefit the Borrower in any way. The Overadvances and Agent Advances, as applicable, that have not been reimbursed by Borrowers or funded with a Revolving Credit Loanare made pursuant to this Agreement shall be subject to the same terms and conditions as any other Advance, plus reservesexcept that the rate of interest applicable thereto shall be the Prime Option; provided, exceedshowever, or would exceed with that the making of any such Overadvance shall not constitute a waiver of any Default or Event of Default then in existence or arising therefrom. (b) In the event the Agent obtains actual knowledge that the aggregate amount of outstanding Revolving Credit LoanLoans exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, the Borrowing Base Agent shall notify the Lenders as soon as practicable (such and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees or Loans being herein referred expenses) unless the Agent determines that prior notice would result in imminent harm to individually as an “Overadvance” and collectively, as “Overadvances”the Collateral or its value), and the Lenders thereupon shall, together with the Agent, jointly determine the terms of arrangements that shall be implemented with the Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Credit Loans of the 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. (c) Each Lender shall be obligated to settle with the Agent shall enter as provided in SECTION 4.7 for the amount of such Lender's ratable share of any Overextension reported to such Lender, any Overadvances made as debits in permitted under this SECTION 4.11 and any Overextension resulting from the charging to the applicable Loan Account. All Account interest, fees or expenses. (d) Any and all Overadvances made by the Agent (i) shall be repaid on demandupon the demand of the Agent (except as set forth in SECTION 4.11(A)(II) which amounts shall be repaid pursuant to a plan for repayment as described in SECTION 4.11(A)(II) above), shall (ii) be secured by the Collateral and shall bear interest as provided in this Agreement for (iii) constitute Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountSecured Obligations hereunder.

Overadvances. Insofar as a Borrower Agent may request make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $5,000,000 or (such Loan or Loans being herein referred B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Required Lenders, and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the terms hereof Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.7(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that the Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and is continuing (other than excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with 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 shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such OveradvanceLender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share applicable Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees, or Lender Group Expenses.

Overadvances. Insofar as a Borrower (i) Agent may request make voluntary Overadvances without the written consent of Required Lenders for amounts charged to the Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(g)(i)(2)(C). Agent may, but shall not be obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances to Borrowers if, at any time, (1) either (A) the outstanding Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have Facility Usage would not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base by more than $4,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to by Required Lenders, and (z) such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance Advances are made pursuant to a plan (proposed by Agent and agreed to by Required Lenders) for the terms hereof elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (2) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Agent and Lenders and are not intended to benefit any Borrower in any way. The Agent Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(k) shall be made by all Lenders ratably 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 accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.6(c)(i) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and is continuing (other than excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountarising therefrom.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making Borrower Representative on behalf of any such Revolving Credit LoanBorrower, the Borrowing Base Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower Representative (for the account of such Loan Borrower), on behalf of the Revolving Lenders, in amounts that exceed Availability or Loans being such Borrower’s Availability (any such excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Revolving Lenders’ right to refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, and (ii) no Overadvance shall result in a Default or Unmatured Default due to such Borrower’s failure to comply with Section 2.1.1 (a) for so long as the Agent shall enter permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and Availability). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Revolver Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Lenders ratably settlement provisions set forth in accordance with their respective Revolving Loan PercentagesSection 2.19. The authority of the Agent to make Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount outstanding at any time not to exceed ten percent (10%) of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent aggregate Revolving Commitment of all Lenders. The foregoing notwithstanding, in Lenders and no event, unless otherwise consented to by all Lenders, (w) Overadvance shall cause any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Credit Exposure to exceed its Revolving Commitment minus or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Revolving Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving Loan Percentage of the LC Amountreceipt thereof.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US BorrowerBorrowers exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US BorrowerBorrowers, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances, 10% of the US Borrowing Base in effect at such time; provided that, the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make US Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the US Required Lenders may at any time restore the Administrative Agent’s authorization to make US Overadvances by written notice to the Administrative Agent thereof. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrower exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be a Canadian Base Rate Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be a Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances, 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time; provided that, the Canadian Required Lenders may at any time revoke the Administrative Agent’s authorization to make Canadian Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Canadian Required Lenders may at any time restore the Administrative Agent’s authorization to make Canadian Overadvances by written notice to the Administrative Agent thereof.. Each Canadian Overadvance shall mature and be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial Canadian Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Canadian Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Canadian Revolving Lender’s Revolving Loan Commitment minus Initial Canadian Commitment. (c) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance or Canadian Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (d) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances, 10% of the US Borrowing Base in effect at such time; provided that, the US Required Lenders may at any time revoke the Administrative Agent’s authorization to make US Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the US Required Lenders may at any time restore the Administrative Agent’s authorization to make US Overadvances by written notice to the Administrative Agent thereof. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrower exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be a Canadian Base Rate Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be a Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances, 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time; provided that, the Canadian Required Lenders may at any time revoke the Administrative Agent’s authorization to make Canadian Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Canadian Required Lenders may at any time restore the Administrative Agent’s authorization to make Canadian Overadvances by written notice to the Administrative Agent thereof.. Each Canadian Overadvance shall mature and be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial Canadian Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Canadian Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Canadian Revolving Lender’s Revolving Loan Commitment minus Initial Canadian Commitment. (c) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance or Canadian Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (d) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.

Overadvances. Insofar as a Borrower may Any provision of this Agreement to the contrary notwithstanding, at the request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Company, the amount Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Domestic Borrowers, on behalf of LC Obligations the Domestic Lenders, in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Domestic Availability (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Agent (i) no such event or occurrence shall enter such Overadvances cause or constitute a waiver of the Agent’s or the Lenders’ right to refuse to make any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as debits the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Unmatured Default has occurred and is continuing (other than a Default or Event of Default caused by due to the existence or making Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvanceiii) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) event shall any Overadvances be outstanding for more than sixty 30 days (60which days need not be consecutive) consecutive daysin any 180 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (x) after all outstanding other than the condition regarding availability). All Overadvances have been repaidshall constitute Domestic Floating Rate Advances, shall Agent bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or Lenders make any additional the Facility Termination Date. In addition, all Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 are subject to the extent such Revolving Credit Loans would settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no Overadvance shall cause a any Lender’s share of the Domestic Revolving Credit Loans Exposure to exceed its aggregate Commitment, or the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment; provided that, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any such Lenderrevocation must be in writing and shall become effective prospectively upon the Agent’s Revolving receipt thereof. Notwithstanding anything to the contrary in any Loan Commitment minus such Lender’s Revolving Document, Overadvances shall not be secured by any Collateral of any Loan Percentage of the LC AmountParty that is not a Domestic Borrower or a Domestic Subsidiary.

Overadvances. Insofar as a Borrower (a) The Agent may request make voluntary Overadvances without the written consent of the Required Lenders for interest, fees or expenses due to Lenders in accordance with the provisions hereof. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Advances) to the Borrowers, at the request of a Borrower, notwithstanding such failure of condition(s), so long as, at any time, either (i) the aggregate amount of then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to such Borrower at a time when five percent (5%) of the unpaid balance Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans plus would not exceed the sum Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders, and (B) such Overadvances are made pursuant to a plan (proposed by the Agent and agreed to by the Required Lenders) for the elimination of such Overadvances. The Overadvances made under clause (i) of this Section 4.12(a) shall be repayable not later than fifteen (15) days after the making of such Overadvances unless otherwise agreed by the Required Lenders. The foregoing provisions are for the sole and exclusive benefit of the LC Amount plus Agent and the amount Lenders and are not intended to, and shall not be construed to, create any obligations of LC Obligations the Agent or any Lender to the Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and Agent Advances, as applicable, that have not been reimbursed by Borrowers or funded with a Revolving Credit Loanare made pursuant to this Agreement shall be subject to the same terms and conditions as any other Advance except that such advances shall bear interest at the then Effective Interest Rate for Prime Advances; provided, plus reserveshowever, exceeds, or would exceed with that the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent Overadvance shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount not constitute a waiver of $2,500,000 or less may, unless a any Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the then in existence or making of such Overadvance), be made in arising therefrom. (b) In the sole and absolute discretion of Agent. Overadvances in an event the Agent obtains actual knowledge that the aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, the Agent shall notify the Lenders under this subsection 1.1.2 as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the extent such Revolving Credit Loans applicable Loan Account for interest, fees, or expenses) unless the Agent determines that prior notice would cause result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with the Agent, jointly determine the terms of arrangements that shall be implemented with the Borrowers intended to reduce, within a Lender’s share reasonable time, the outstanding principal amount of the Revolving Credit Loans of the Borrowers to exceed 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. (c) Each Lender shall be obligated to settle with the Agent as provided in Section 4.7 for the amount of such Lender’s Revolving Loan Commitment minus 's ratable share of any Overextension reported to such Lender’s Revolving , any Overadvances made as permitted under this Section 4.12, and any Overextension resulting from the charging to the applicable Loan Percentage Account interest, fees, or expenses. (d) Any and all Overadvances made by the Agent (i) shall be repaid upon the demand of the LC AmountAgent (except as set forth in Section 4.12(a)(ii) which amounts shall be repaid pursuant to a plan for repayment as described in Section 4.12(a)(ii) above), (ii) be secured by the Collateral, and (iii) constitute Advances and Secured Obligations hereunder.

Overadvances. Insofar as a Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent (or all other Lenders (as provided if required below) may be willing in their sole and absolute discretion to make approve, Revolving Credit Loans to such Borrower Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount Exposure plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, Minimum Availability Reserve plus reserves, Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 1,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 1,000,000 but less than $3,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $3,000,000 or more and Overadvances to be made after the occurrence and during the continuation continuance of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) 60 consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) 60 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) 90 days within any one hundred eighty 180 day (180) period period, or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountExposure.

Overadvances. Insofar as a Borrower Representative may request request, and Administrative Agent or all Majority Revolving Credit Lenders (as provided below) may be willing in their sole and absolute discretion to make make, Revolving Credit Loans to such Borrower Borrowers at a time when the unpaid balance of Revolving Credit Loans and Swing Line Loans plus the sum of the LC and Acceptance Amount plus the amount of LC and Acceptance Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base Base, whether or not a Default or Event of Default shall then have occurred and be continuing (any such Loan or Loans being herein referred to individually as an “"Overadvance” and collectively, as “Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Revolving Credit Loan Account; provided, that, Majority Revolving Credit Lenders may at any time revoke Administrative Agent's authorization to make Overadvances. The principal amount of Overadvances outstanding at any time, when aggregated with the then outstanding principal amount of Administrative Agent Loans (as hereafter defined), shall not at any time exceed the lesser of (x) 5% of the then Borrowing Base and (y) $10,000,000 (the "Overadvance Limit"). All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyBase Rate Loans. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less mayOveradvances, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)if any, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount in excess of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) Overadvance Limit shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Credit Lenders, (wx) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (xy) after all outstanding Overadvances have been repaid, shall Administrative Agent or Revolving Credit Lenders make any additional Overadvances unless sixty thirty (6030) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Administrative Agent make Revolving Credit Loans on behalf of Revolving Credit Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount1.

Overadvances. Insofar as a Borrower (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided belowbut with absolutely no obligation), on behalf of the Revolving Lenders, (x) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such excess Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”)) or (y) deem the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided that, Agent no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall constitute CBFR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $2,000,000 at any time, no Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be repaid on demand, shall be secured by the Collateral in writing and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any become effective prospectively upon the Administrative Agent’s receipt thereof. (b) Upon the making of an Overadvance made pursuant to (whether before or after the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount occurrence of $2,500,000 or less may, unless a Default or Event and regardless of Default whether a Settlement has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of been requested with respect to such Overadvance), each Revolving Lender shall be made deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the sole Revolving Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and during the continuation interest and all proceeds of a Default or an Event of Default (other than a Default or Event of Default caused Collateral received by the existence or making Administrative Agent in respect of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial Revolving Credit LoanExposure exceeds the North American Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to any North American Borrower, on behalf of the making of Initial Revolving Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”); provided that, Agent no Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such Overadvance remains outstanding in accordance with the terms of this paragraph. All Overadvances to the US Borrower denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Overadvances to the Canadian Borrower denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The authority of the Administrative Agent to make Overadvances is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in limited to an aggregate amount not to exceed, when taken together with any Protective Advances, 10% of more than $2,500,000 the North American Borrowing Base in effect at such time; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Required Lenders may at any time restore the Administrative Agent’s authorization to make Overadvances by written notice to the Administrative Agent thereof. Each Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) thirty (30) days after the date on which such Overadvance is made. No Overadvance may be made if, after giving effect thereto, such Overadvance shall cause (A) the aggregate amount of outstanding Protective Advances and Overadvances to be made after exceed 10% of the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all LendersNorth American Borrowing Base, (wB) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Initial Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial Revolving Lender’s Initial Commitment, (C) the aggregate Initial Revolving Loan Credit Exposure of all Initial Revolving Lenders to exceed the Aggregate North American Commitment minus such Lender’s or (D) the Total Revolving Loan Percentage of Credit Exposure to exceed the LC AmountAggregate Commitment.

Overadvances. Insofar as a Borrower may request If the outstanding aggregate Revolver Loans and Agent or all Lenders L/C Obligations exceed the Line Cap (as provided below“Overadvance”) may at any time, the excess amount shall be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed payable by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, in writing, by Agent, and shall be constitute an Obligation secured by the Collateral Collateral, entitled to all benefits of the Loan Documents. Agent may require Lenders to fund Base Rate Loans that cause or constitute an Overadvance and shall bear interest to forbear from requiring Borrowers to cure an Overadvance, so long as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in (a) the aggregate outstanding amount of $2,500,000 or less mayOveradvance, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by together with the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate outstanding amount of Protective Advances, does not exceed 10% of the Line Cap, (b) such Overadvance does not continue for more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require 30 consecutive days without the consent of all Required Lenders. The foregoing notwithstanding, in no event, (c) unless otherwise consented to by all the Required Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, Agent shall Agent not make or Lenders make permit any additional Overadvances unless sixty (60) 10 days or more have expired since the last date on which any Overadvances were outstandingoutstanding and (d) such Overadvance does not cause Revolver Usage to exceed the aggregate Commitments. The Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, (y) Agent’s determination that funding of a Overadvance is appropriate shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) conclusive. In no event shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans be required that would cause Revolver Usage to exceed the aggregate Commitments. No funding or sufferance of an Overadvance shall constitute a Lender’s share waiver by Agent or Lenders of the Revolving Credit Loans Event of Default caused thereby. No Obligor shall be a beneficiary of this Section nor authorized to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage enforce any of the LC Amountits terms.

Overadvances. Insofar as a Borrower Agent may request make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, either (A) the outstanding Revolving Credit Loans Facility Usage would not exceed the Maximum Revolving Amount by more than $1,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed any other amount proposed by Agent and agreed to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Required Lenders, and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the terms hereof Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be made by all Lenders ratably subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in accordance with their respective Revolving Loan Percentages. Overadvances in Section 2.7(c) without regard to the aggregate amount presence or absence of $2,500,000 or less may, unless a Default or Event of Default has occurred Default; provided, that the Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and is continuing (other than excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a Default or waiver of such Event of Default caused arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the existence preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with 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 shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such OveradvanceLender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since resulting from the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 charging to the extent such Revolving Credit Loans would cause a Lender’s share applicable Loan Account of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountinterest, fees, or Lender Group Expenses.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Lenders (as provided below) may be willing in their its sole and absolute discretion (but with absolutely no obligation) to (i) make Revolving Credit Loans to such Borrower the Borrower, on behalf of the Revolving Lenders, at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” ”) or (ii) deem the amount of Revolving Loans outstanding that are in excess of the Borrowing Base to be Overadvances, and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for ABR Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 10.0 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $2,500,000 10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Revolving Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall will require the consent of all Revolving Lenders. No Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this Section 2.01(2), but solely with respect to the amount of such Overadvance. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, Revolving Lenders will: (wa) shall any Overadvances be outstanding for more than sixty (60) 90 consecutive days, ; (xb) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, ; or (yc) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall will the Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 Section 2.01(2) to the extent such Revolving Credit Loans would cause a LenderXxxxxx’s share of the Revolving Facility Credit Loans Exposure to exceed such LenderXxxxxx’s Revolving Loan Facility Commitment minus such Lender’s or cause the aggregate Revolving Loan Percentage of the LC AmountFacility Commitments to be exceeded.

Overadvances. Insofar as a Borrower may request and Agent (a) If at any time or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus for any reason the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a the Total Revolving Extensions of Credit Loan, plus reserves, exceeds, or would exceed with exceeds (x) the making lesser of any (i) the Total Revolving Commitments in effect at such Revolving Credit Loan, time and (ii) the Borrowing Base in effect at such time, less (y) Reserves imposed by the Administrative Agent in its Permitted Discretion from time to time (any such Loan or Loans being herein referred to individually as excess, an “Overadvance” ”), the Borrower shall pay on demand the full amount of such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (b) Upon the occurrence and collectivelyduring the continuance of an Event of Default, the Administrative Agent, in its sole discretion, may make Revolving Loans to the Borrowers on behalf of the Revolving Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, if the Administrative Agent, in its Permitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrowers pursuant to this Agreement (such Revolving Loans, “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrowers its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.8(b). If Protective Overadvances are made in accordance with the preceding sentence, Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrowers on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar (a) If, at any time or for any reason, the amount of Obligations owed by Borrower to the Lender Group pursuant to Sections 2.1 and 2.3 is greater than either the Dollar or percentage limitations set forth in Section 2.1(a), Borrower shall, upon request of Agent, pay to Agent no later than the third Business Day following such request, in cash, the amount of such excess (the "Overage"), to be used by Agent to reduce the Obligations. The Borrower shall promptly notify Agent in the event of any increase in the Overage and shall, upon request of Agent, promptly provide Agent with a calculation of the Overage. For avoidance of doubt, Overage is not an Overadvance. (b) The Lenders may make additional Advances to Borrower in excess of the Borrower's Availability (each additional advance made by the Lenders pursuant to this Section 2.3, is referred to as a Borrower may request an "Overadvance"); provided that (i) the amount the Overage (including the requested Overadvance) does not exceed $7,000,000 and Agent or (ii) the aggregate amount of the Revolving Facility Usage and all Overadvances (including the requested Overadvance) do not exceed the Maximum Amount. Nothing herein shall create an obligation on the Lenders (as provided below) may to make an Overadvance and each such Overadvance made by the Lenders shall be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base discretion. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances c) Any Overadvance outstanding shall be repaid to the Lenders upon three (3) Business Days notice from the Agent to the Borrower that such Overadvance must be repaid to reduce the Obligations. (d) Interest on demand, shall be secured by the Collateral and any Overadvance shall bear interest as at a per annum rate of 12.0%; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after that upon the occurrence and during the continuation of a Default or an Event of Default (other than Default, any Overadvance outstanding shall bear interest at a Default or Event per annum rate of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share 15%. 1.6 Section 2.8 of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of and Security Agreement is hereby deleted in its entirety and replaced with the LC Amount.following:

Overadvances. Insofar as a Borrower (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Administrative Agent may request and Agent or all Lenders in its sole discretion (as provided belowbut with absolutely no obligation), on behalf of the Revolving Lenders, (x) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such the Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations in amounts that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of Availability (any such excess Revolving Credit Loan, the Borrowing Base (such Loan or Loans being are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”)) or (y) deem the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided that, Agent no Overadvance shall enter result in a Default due to Borrowers’Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall constitute CBFR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $2,000,000 at any time, no Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be repaid on demand, shall be secured by the Collateral in writing and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any become effective prospectively upon the Administrative Agent’s receipt thereof. (b) Upon the making of an Overadvance made pursuant to (whether before or after the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount occurrence of $2,500,000 or less may, unless a Default or Event and regardless of Default whether a Settlement has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of been requested with respect to such Overadvance), each Revolving Lender shall be made deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the sole Revolving Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and during the continuation interest and all proceeds of a Default or an Event of Default (other than a Default or Event of Default caused Collateral received by the existence or making Administrative Agent in respect of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar Any provision of this Agreement to the contrary notwithstanding, at the request of the Company, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Domestic Borrowers, on behalf of the Domestic Lenders, in amounts that exceed the Domestic Availability (any such excess Advances are herein referred to collectively as "Overadvances"); provided that, (i) no such event or occurrence shall cause or constitute a Borrower may request and Agent waiver of the Agent's or all Lenders (as provided below) may be willing in their sole and absolute discretion the Lenders' right to refuse to make Revolving Credit any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower's failure to comply with Section 2.1.1 (a) for so long as the Agent permits such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus Overadvance to remain outstanding, but solely with respect to the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvanceiii) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) event shall any Overadvances be outstanding for more than sixty 30 days (60which days need not be consecutive) consecutive daysin any 180 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (x) after all outstanding other than the condition regarding availability). All Overadvances have been repaidshall constitute Domestic Floating Rate Advances, shall Agent bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or Lenders make any additional the Facility Termination Date. In addition, all Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 are subject to the extent such Revolving Credit Loans would cause a Lender’s share settlement provisions set forth in Section 2.19. The authority of the Revolving Credit Loans Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no Overadvance shall cause any Lender's Domestic Revolving Exposure to exceed its aggregate Commitment, or the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment; provided that, the Required Lenders may at any time revoke the Agent's authorization to make Overadvances. Any such Lender’s Revolving revocation must be in writing and shall become effective prospectively upon the Agent's receipt thereof. Notwithstanding anything to the contrary in any Loan Commitment minus such Lender’s Revolving Document, Overadvances shall not be secured by any Collateral of any Loan Percentage of the LC AmountParty that is not a Domestic Borrower or a Domestic Subsidiary.

Overadvances. Insofar as a the Borrower may request and the Administrative Agent or all Required Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Facility Loans to such Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent or Required Lenders shall enter make such Overadvances as debits in the Loan Accountavailable. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Revolving Facility Lenders ratably in accordance with their respective Revolving Loan Facility Percentages. Overadvances in the aggregate amount of $2,500,000 4.5 million or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance)continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event, (w) unless otherwise consented to by the Required Lenders, shall Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to 4.5 million be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lendersoutstanding at any time, (wx) shall any Overadvances be outstanding for more than sixty (60) 45 consecutive days, (xy) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless sixty (60) 30 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall the Administrative Agent make Revolving Credit Facility Loans on behalf of the applicable Lenders under this subsection 1.1.2 Section 2.01(b) to the extent such Revolving Credit Facility Loans would cause a Lender’s share of the Revolving Facility Credit Loans Exposure to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC AmountFacility Commitment.

Overadvances. Insofar as a (a) Unless its authority has been revoked in writing by Required Lenders the Administrative Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrower to make the mandatory prepayments required by Section ‎2.14(b), (i) when no other Event of Default is known to Administrative Agent, provided that (A) no Overadvance may request continue for more than 30 consecutive days and Agent or all Lenders (as provided below) no additional Overadvance Loans may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower required for at a time when least five consecutive days following the unpaid balance of Revolving Credit Loans plus the sum termination of the LC Amount plus preceding Overadvance, and (B) the Overadvance is not known by the Administrative Agent to exceed 5.0% of the Borrowing Base; and (ii) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, provided that from and after the date of such discovery, the Overadvance (A) shall not be increased by more than an amount equal to 2.5% of the Borrowing Base, and (B) does not continue for more than 30 consecutive days; provided, however, that without the consent of the Required Lenders, the aggregate amount of LC Obligations the Overadvance permitted under this Section ‎2.17 at any time shall not exceed an amount that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making is equal to 5.0% of any such Revolving Credit Loan, the Borrowing Base Base. (such Loan or b) Overadvance Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Lenders ratably in accordance with their respective Revolving each Lender’s Applicable Percentage. (c) In no event shall Overadvance Loans be required that would cause the Total Outstandings to exceed the Aggregate Commitments. Any funding of an Overadvance Loan Percentages. Overadvances in or sufferance of an Overadvance shall not constitute a waiver by the aggregate amount Administrative Agent or the Lenders of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or the Event of Default caused by thereby. (d) Overadvance Loans shall accrue interest at the existence Base Rate plus the Applicable Rate applicable to Base Rate Loans, and may not be converted into Eurodollar Rate Loans. Overadvance Loans shall be payable on demand. (e) In no event shall the Borrower or making other Loan Party be deemed a beneficiary of such Overadvance), be made in the sole and absolute discretion this Section ‎2.17 nor authorized to enforce any of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amountits terms.

Overadvances. Insofar as a Borrower may request and Agent (a) If at any time or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus for any reason the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a the Total Revolving Extensions of Credit Loanexceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, plus reserves, exceeds, or would exceed with and (y) the making amount of any such Revolving Credit Loan, the Borrowing Base then in effect (any such Loan or Loans being herein referred to individually as excess, an “Overadvance” ”), the Borrowers shall pay on demand the full amount of such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (b) Upon the occurrence and collectivelyduring the continuance of an Event of Default, the Administrative Agent, in its sole discretion, may make Revolving Loans to the Borrowers on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, if the Administrative Agent, in its reasonable credit judgment, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrowers pursuant to this Agreement (such Revolving Loans, “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrowers its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.7(b). If Protective Overadvances are made in accordance with the preceding sentence, Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrowers on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided belowa) may be willing Notwithstanding anything to the contrary in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus this Agreement, if the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Initial US Revolving Credit LoanExposure to the US Borrower exceeds the US Borrowing Base, plus reservesat the request of the Lead Borrower, exceedsthe Administrative Agent may in its sole discretion (but without any obligation to do so), or would exceed with make Revolving Loans to the making US Borrower, on behalf of the relevant Lenders (any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an a “US Overadvance” and collectively, as “Overadvances”); provided that, Agent no US Overadvance shall enter such Overadvances as debits result in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is continuing made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (other than b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrowers exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default caused by for as long as such Canadian Overadvance remains outstanding in accordance with the existence terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or making Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be an ABR Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be an Canadian Prime Rate Borrowing. The authority of such Overadvance), be made in the sole and absolute discretion of Agent. Administrative Agent to make Canadian Overadvances in is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of more than $2,500,000 the Canadian Borrowing Base in effect at such time. Each Canadian Overadvance shall mature and Overadvances to be made due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the occurrence date on which such Canadian Overadvance is made; it being understood and during agreed that no Canadian Overadvance shall cause the continuation Initial Canadian Revolving Credit Exposure of any Initial Canadian Revolving Lender to exceed such Initial Canadian Revolving Lender’s Initial Canadian Commitment. (c) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial European Revolving Credit Exposure to the European Borrowers exceeds the European Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the European Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a Default or an Event of Default (other than “European Overadvance”); provided that, no European Overadvance shall result in a Default or Event of Default caused for as long as such European Overadvance remains outstanding in accordance with the terms of this paragraph. European Overadvances shall be denominated in Dollars, Euros or Sterling. Any European Overadvance denominated in Dollars shall be an ABR Borrowing. Any European Overadvance denominated in Euros or Sterling shall be an LIBO Rate Borrowing. The authority of the Administrative Agent to make European Overadvances is limited to an aggregate amount not to exceed, when taken together with any European Protective Advances 10% of the European Borrowing Base in effect at such time. Each European Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Maturity Date, (ii) written demand by the existence or making of such OveradvanceAdministrative Agent and (iii) shall require 30 days after the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) such European Overadvance is made; it being understood and agreed that no European Overadvance shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make cause the Initial European Revolving Credit Loans on behalf Exposure of Lenders under this subsection 1.1.2 to the extent such any Initial European Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans Lender to exceed such Initial European Revolving Lender’s Revolving Loan Commitment minus Initial European Commitment. (d) Upon the making of any Overadvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in the relevant US Overadvance, Canadian Overadvance or European Overadvance, as applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall fund such Lender’s Revolving Loan Percentage participation to the Administrative Agent. (e) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the LC AmountAdministrative Agent and shall constitute a US Obligation hereunder. Each Canadian Overadvance shall be secured by the Lien on the Canadian Collateral in favor of the Administrative Agent and shall constitute a Canadian Obligation. Each European Overadvance shall be secured by the Lien on the European Collateral in favor of the Administrative Agent and shall constitute a European Obligation hereunder. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion.