Common use of Overadvances Clause in Contracts

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit the Issuing Bank and Swingline Lender, bear interest as applicable, from making) any provided in this Agreement for Revolving Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower on behalf of Parties by all Lenders intentionally and ratably in accordance with actual knowledge that such their respective Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $5.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Basesole, without the prior consent reasonable discretion of all Lenders, except, that, the Administrative Agent Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (after consultation provided that existing Overadvances shall not be subject to such revocation and any such 61 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 $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 and the 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 Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $10.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty 90 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall Revolving Facility Credit Exposure to exceed such Xxxxxx’s Revolving Facility Commitment or cause the aggregate Revolving Facility Commitments to be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexceeded.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent shall not or Required Lenders may be willing in their sole discretion to make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or provide would exceed with the making of any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansLoan, Swingline Loansthe Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), or Letters of Credit would cause the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Basesole, without the prior consent reasonable discretion of all Lenders, except, that, the Administrative Agent (after consultation 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 $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 and the 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 Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $25.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, (A) in no Overadvance shall be outstanding for more than sixty (60) days and (B) after event, unless otherwise consented to by all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.Revolving Lenders will:

Overadvances. The Insofar as the Borrower may request and the Administrative Agent shall not may be willing in its sole discretion (but with absolutely no obligation) to (i) make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrower, on behalf of Lenders intentionally and the Revolving Lenders, at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with actual knowledge that the making of any such Revolving Loan, the Borrowing Base (any such Loan 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 the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, Swingline Loanswill be repaid on demand, or Letters of Credit would cause will be secured by the Collateral and will bear interest as provided in this Agreement for ABR Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Base, without the prior consent sole discretion of all Lenders, except, that, the Administrative Agent (after consultation 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 $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 and the consent of the Collateral Agent) may make (or cause to be made) such additional Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $25.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default will require the consent of all Revolving Lenders, (A) no . No Overadvance shall be outstanding result in a Default due to Borrower’s failure to comply with Section 2.01 for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any so long as such Overadvance provided, that the Administrative Agent is acting remains outstanding in accordance with the terms of this Section 10.102.01(2), but solely with respect to the amount of such Overadvance. All Overadvances The making of an Overadvance on any one occasion shall be secured not obligate the Administrative Agent to make any Overadvance on any other occasion. The foregoing notwithstanding, in no event, unless otherwise consented to by Collateral.all Revolving Lenders will:

Overadvances. The Insofar as the Borrowers may request and the Administrative Agent shall not or Required Lenders may be willing in their sole discretion to make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans to the Borrowers at a time when the Revolving Facility Credit Exposure exceeds, or provide would exceed with the making of any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansLoan, 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, thatBase (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent (after consultation with and consent of will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral Agent) may make (or cause to be made) such additional and will bear interest as provided in this Agreement for Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lendersgenerally. Any Overadvance made pursuant to the terms hereof will be made to the Borrowers by all Revolving Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances, intentionally and together with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure Protective Advances, in an aggregate amount not to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount 10.0% of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed may be made in the amount equal to $20.0 million outstanding sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, revoke the Administrative Agent shall not Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding such revocation must be in writing and (iii) will become effective prospectively upon the Administrative Agent shall be entitled Agent’s receipt thereof. The foregoing notwithstanding, in no event, unless otherwise consented to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.all Revolving Lenders will:

Overadvances. The Administrative Agent shall not make (and shall prohibit Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as applicable, from making) any Revolving Loans or provide any Letters at the request of Credit to the Borrower Representative on behalf of Lenders intentionally and with actual knowledge that such Revolving Loansthe Borrower, Swingline Loansthe Agent may in its sole discretion (but shall have absolutely no obligation to), or Letters of Credit would cause make Advances to the aggregate amount Borrower Representative (for the account of the Revolving Exposure to exceed the Borrowing BaseBorrower), 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 the Lenders, intentionally and with actual knowledge in amounts that exceed Availability (any such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure excess Advances are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or Lenders’ right to Borrower which refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for more than sixty (60) days and (B) after all Overadvances have been repaidso long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent shall not make any additional amount of such Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such fundsaggregate amount of Overadvances outstanding at any time, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid when added to the Administrative Agent aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the interest rate provided for Aggregate Commitment at such time. 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 2.06(c4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date and are subject to the 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% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. The Administrative Agent shall not make Insofar as (i) Borrower Representative, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally all other Borrowers, may request 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 and consent of the Collateral Agentas provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (or cause to be madeii) such additional Administrative Agent, in its sole discretion, makes Revolving Credit Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or Letters of Credit will cause desirable (a) to protect all or any portion of the total outstanding Revolving Exposure Collateral, (b) to exceed enhance the Borrowing Baselikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (bc) Excess Availability to be less than $15.0 millionpay 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 case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount 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 the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAdministrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: 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 Pro Rata Percentages. The foregoing notwithstanding, (i) the total principal amount of the unless otherwise consented to by Majority Lenders, 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days consecutive days, and (Bii) after unless otherwise consented to by all Overadvances have been repaidLenders, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All no Overadvances shall be secured by Collateralpermitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. The Administrative Insofar as a Borrower may request and Agent shall 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 make (and shall prohibit been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the Issuing Bank and Swingline Lender, as applicable, from making) making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 to Borrower which the Administrative Agent may make or provide (or cause in an aggregate amount of more than $2,500,000 and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Lender’s Revolving Commitment, (iiOveradvance) without shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent shall not or Required Lenders may be willing in their sole and absolute discretion to make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or provide would exceed with the making of any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansLoan, 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, thatBase (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent (after consultation shall make such Overadvances available to the Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and consent of the Collateral Agent) may make (or cause to be made) such additional Security Documents and shall bear interest as provided in this Agreement for the Revolving Loans or Swingline Loans or provide 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 additional Letters of Credit on behalf of 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 the Lenders ratably in accordance with their Revolving Facility Percentages. The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Lenders, intentionally and shall Overadvances, together with actual knowledge that such Loans or Letters the Protective Advances then outstanding, in the aggregate exceed 10.0% of Credit will cause (a) the total outstanding Revolving Exposure to exceed the then applicable Borrowing Base, or (bx) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the shall any 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not make any additional Overadvance Overadvances unless sixty (60) 10 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) unless otherwise consented to by each affected Lender, shall the Administrative Agent shall be entitled to recover such funds, make Revolving Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay exceed such Lender’s Revolving Commitment or the Administrative Agent the aggregate principal amount of its Pro Rata Percentage of any such Overadvance provided, that Revolving Loans exceed the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralaggregate Revolving Commitments.

Overadvances. The Insofar as the Borrowers may request and the Administrative Agent shall not or Required Lenders may be willing in their sole and absolute discretion to make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from makingx) any Revolving Facility Loans to any Borrower at a time when (A) the Total Revolving Facility Exposure exceeds, or provide would exceed with the making of any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansFacility Loan, Swingline Loansthe Global Borrowing Base or (B) the Total Revolving Facility Exposure less the German Revolving Facility Exposure exceeds, or Letters would exceed with the making of Credit 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 cause exceed with the aggregate amount making of any such Revolving Facility Loan, the Revolving Exposure U.S. Sublimit (any such Loan or Loans made under clauses (x) or (y) above being herein referred to exceed the Borrowing Base, without the prior consent of all Lenders, except, thatindividually as an “Overadvance”), the Administrative Agent (after consultation or Required Lenders shall make, or require the Lenders to make, such Overadvances available to the applicable Borrower. All Overadvances shall be secured by the Collateral in accordance with the terms hereof and consent of the Collateral Agent) may make (or cause Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made) such additional made by the Lenders ratably in accordance with their 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 millionFacility Percentages. The foregoing notwithstanding, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: no event (i) unless otherwise consented to by the total principal amount Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 5.0% of 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 Revolving Exposure equals or exceeds the then applicable Global 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving CommitmentBase, (ii) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60iii) days and (B) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding or (iv) unless otherwise consented to by each affected Lender, shall the Administrative Agent make any Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(b) to the extent such Revolving Facility Loans would cause such Lender’s share of the Revolving Facility Exposure to exceed such Lender’s aggregate Revolving 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 revocation 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 (iiiB) the Administrative Agent all Lenders shall be entitled bound to recover make, or permit to remain outstanding, such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting Overadvances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralAgreement.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit the Issuing Bank and Swingline Lender, bear interest as applicable, from making) any provided in this Agreement for Revolving Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower on behalf of Parties by all Lenders intentionally and ratably in accordance with actual knowledge that such their respective Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $5.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Basesole, without the prior consent reasonable discretion of all Lenders, except, that, the Administrative Agent Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (after consultation 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 $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 and the 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 Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $10.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty 90 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Facility Commitments to be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexceeded.

Overadvances. The Administrative Agent shall not make (and shall prohibit Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as applicable, from making) any Revolving Loans or provide any Letters at the request of Credit to the Borrower Representative on behalf of Lenders intentionally and with actual knowledge that such Revolving Loansthe Borrower, Swingline Loansthe Agent may in its sole discretion (but shall have absolutely no obligation to), or Letters of Credit would cause make Advances to the aggregate amount Borrower Representative (for the account of the Revolving Exposure to exceed the Borrowing BaseBorrower), 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 the Lenders, intentionally and with actual knowledge in amounts that exceed Availability (any such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure excess Advances are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or Lenders’ right to Borrower which refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for more than sixty (60) days and (B) after all Overadvances have been repaidso long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent shall not make any additional amount of such Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such fundsaggregate amount of Overadvances outstanding at any time, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid when added to the Administrative Agent aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the interest rate provided for Aggregate Revolving Commitment at such time. 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 2.06(c4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13, shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.20. The authority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent shall not or Required Lenders may be willing in their sole discretion to make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or provide would exceed with the making of any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansLoan, Swingline Loansthe Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), or Letters of Credit would cause the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Basesole, without the prior consent reasonable discretion of all Lenders, except, that, the Administrative Agent (after consultation 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 $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 and the 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 Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $25.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, (A) in no Overadvance shall be outstanding for more than sixty (60) days and (B) after event, unless otherwise consented to by all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.Revolving Lenders will:

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Domestic Borrower, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make (and shall prohibit Advances to the Issuing Bank and Swingline LenderDomestic Borrower, as 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 Domestic Lenders, except, that, the Administrative Agent in amounts that exceed Domestic Availability (after consultation with and consent of the Collateral Agent) may make (or cause any such excess Advances are herein referred 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 $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or the Lenders’ right to Borrower which refuse to make any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall result in a Default or Unmatured Default due to the 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, and (iii) in no event shall Overadvances be outstanding for more than sixty 60 days (60which days need not be consecutive) days and (B) after all in any 120 day period. In addition, Overadvances have been repaidmay be made even if a Default or Unmatured Default exists, but may not be made if the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for conditions precedent set forth in Section 2.06(c4.2 have not been satisfied (other than the condition precedent set forth in Section 4.2(d). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Domestic Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the 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 any Lender’s Credit 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. The Administrative Insofar as a Borrower may request and Agent shall or Majority 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 Dollar Equivalent of the LC Amount plus the Dollar Equivalent of the amount of LC Obligations that have not make (and shall prohibit been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the Issuing Bank and Swingline Lender, as applicable, from making) making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, 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 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal (such Loan or Loans being herein referred to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances individually as an "Overadvance" and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentcollectively, (ii) without the consent of all Lendersas "Overadvances"), (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since enter such Overadvances as debits in the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10Loan Account. All Overadvances shall be repaid on demand, shall be secured by Collateral.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 $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or an 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 $5,000,000 but less than $7,500,000 may, unless a Default or an 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 the Majority Lenders. Overadvances in an aggregate amount of $7,500,000 or more and Overadvances to be made after the occurrence and during the continuation of a

Overadvances. The Administrative Insofar as Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent may be willing in 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 Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the LC Exposure (other than the Cash Collateralized LC Exposure) 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 shall prohibit the Issuing Bank and Swingline Lendercollectively, as applicable, from making) any "Overadvances"). Agent shall enter such Overadvances as debits in the Loan Account. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective 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 Loan Percentages. Overadvances in the aggregate amount of $17,500,000 or less may be made in the Revolving Exposure to exceed the Borrowing Base, without the prior consent sole and absolute discretion 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 $15.0 million, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the Overadvances to Borrower which the Administrative Agent may make $17,500,000 or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base more 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without require the consent of 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, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty 60 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 5 days or more have elapsed expired since the last date on which any Overadvance was outstanding and Overadvances were outstanding, or (iiiz) the Administrative shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Xxxxxx's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Xxxxxx's Revolving Loan Commitment minus such Xxxxxx's Revolving Loan Percentage of any the LC Exposure, unless such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender consents thereto.

Overadvances. Agent may 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 intentionally continue to make Advances (including Swing Loans) to Borrowers in its discretion in accordance with Section 2.3(d)(i)(2)(C). The Administrative Agent shall not make (Advances and shall prohibit the Issuing Bank and Swingline LenderSwing Loans, as applicable, from makingthat are made pursuant to this Section 2.3(h) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide any Letters Swing Loan, as applicable, except that the rate of Credit interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to Borrower on behalf the presence or absence of Lenders intentionally and with a Default or Event of Default. In the event Agent obtains 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 Advances (after consultation with and consent of the Collateral Agent) may make (or cause to be made) such additional Revolving including any Swing Loans or Swingline Loans Agent Advances) and undrawn or provide such additional unreimbursed Letters of Credit on behalf outstanding as of Lendersany date of determination exceeds the amount permitted by the preceding paragraph, intentionally regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and with actual knowledge that such Loans prior to making any (or Letters of Credit will cause any further) intentional Overadvances (a) except for and excluding amounts charged to the total outstanding Revolving Exposure to exceed the Borrowing Baseapplicable Loan Account for interest, fees, or (bLender Group Expenses) Excess Availability unless Agent determines that prior notice would result in imminent harm to be less than $15.0 million, in each case as the Administrative Agent may deem necessary Collateral or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”value), providedand Lenders thereupon shall, that: (i) together with Agent, jointly determine the total terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Overadvances Advances to Borrower which Borrowers to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.3(e) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.3(h), and any Overadvances shall be secured by Collateralresulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent shall not may in its sole discretion (but with absolutely no obligation), make (and shall prohibit Revolving Loans to the Issuing Bank and Swingline LenderBorrowers, on behalf of the Lenders, in amounts that exceed, as 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 Aggregate Borrowing Base, without the prior consent of all Lenders, except, that, U.S. Borrowing Base or the Administrative Agent Canadian Borrowing Base (after consultation with and consent of the Collateral Agent) may make (or cause to be made) any such additional excess 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 are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default due to Borrowers’ failure to comply with Section 2.01 for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any so long as such Overadvance provided, that the Administrative Agent is acting remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance, (ii) that the aggregate amount of outstanding Overadvances shall not, at any time, exceed (x) 5% of the Aggregate Commitments then in effect or (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 be made if after giving effect thereto, any Lender’s Revolving Exposure shall exceed such Lender’s Commitment. Overadvances may be made even if the conditions precedent set forth in Section 10.104.02 have not been satisfied. All Overadvances in U.S. Dollars shall be secured 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 Collateralthe Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

Overadvances. The Administrative Agent shall Insofar as Borrowers may request and Agent, Majority Lenders or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 make (and shall prohibit been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus Reserves, exceeds, or would exceed with the Issuing Bank and Swingline Lender, as applicable, from making) making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, 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 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal (and such Loan or Loans being herein referred to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances individually as an "Overadvance" and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentcollectively, (ii) without the consent of all Lendersas "Overadvances"), (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since enter such Overadvances as debits in the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10Loan Account. All Overadvances shall be repaid on demand, shall be secured by Collateral.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 Five Hundred Thousand Dollars ($500,000) or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than Five Hundred Thousand Dollars ($500,000) but less than One Million Dollars ($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 One Million Dollars ($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 shall

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), Administrative Agent shall not make (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 prohibit the Issuing Bank and Swingline Lender, bear interest as applicable, from making) any provided in this Agreement for Revolving Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower on behalf of Parties by all Lenders intentionally and ratably in accordance with actual knowledge that such their respective Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $5.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Basesole, without the prior consent reasonable discretion of all Lenders, except, that, the Administrative Agent Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (after consultation 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 $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 and the 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 Required 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, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $10.0 million or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty 90 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Facility Commitments to be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexceeded.

Overadvances. The Administrative Agent shall not make (and shall prohibit Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as applicable, from making) any Revolving Loans or provide any Letters at the request of Credit to the Borrower Representative on behalf of Lenders intentionally and with actual knowledge that such Revolving Loansthe Borrower, Swingline Loansthe Agent may in its sole discretion (but shall have absolutely no obligation to), or Letters of Credit would cause make Advances to the aggregate amount Borrower Representative (for the account of the Revolving Exposure to exceed the Borrowing BaseBorrower), 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 the Lenders, intentionally and with actual knowledge in amounts that exceed Availability (any such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure excess Advances are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or Lenders’ right to Borrower which refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for more than sixty (60) days and (B) after all Overadvances have been repaidso long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent shall not make any additional amount of such Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such fundsaggregate amount of Overadvances outstanding at any time, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid when added to the Administrative Agent aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the interest rate provided for Aggregate Revolving Commitment at such time. 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 2.06(c4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date and are subject to the 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% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. The Administrative Insofar as a Borrower may request and Agent shall or Majority 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 Dollar Equivalent of the LC Amount plus the Dollar Equivalent of the amount of LC Obligations that have not make (and shall prohibit been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the Issuing Bank and Swingline Lender, as applicable, from making) making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or an Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $5,000,000 but less than $7,500,000 may, unless a Default or an Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the Administrative Agent may make existence or provide (making of such Overadvance), be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $7,500,000 or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Lender’s Revolving Commitment, (iiOveradvance) without shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than thirty (30) 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 for more than sixty (60) days and within any one hundred eighty day (B180) after all Overadvances have been repaid, the Administrative period or (z) shall Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date Revolving Credit Loans on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with sum of the terms Dollar Equivalent of this Section 10.10. All Overadvances shall be secured by Collateralthe LC Amount and the LC Obligations.

Overadvances. The Administrative Agent shall not make (Insofar as Borrower may request, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of each other Co-Borrower and Agent or Majority Lenders intentionally (as provided below), may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 actual knowledge that a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 ($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, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than One Million Dollars ($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 Administrative Agent may make 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 provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty ninety (6090) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Administrative Agent If (i) the U.S. Revolver Usage exceeds the U.S. Borrowing Base (a “U.S. Overadvance”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance”) at any time, the excess amount shall not make (and shall prohibit be payable by the Issuing Bank and Swingline LenderU.S. Borrowers or Foreign Borrowers, as applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from makingrequiring 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), (b) the aggregate amount of Overadvances existing at any Revolving Loans or provide any Letters time does not exceed seven and one-half percent (7.5%) of Credit to Borrower on behalf of Lenders intentionally the Commitments then in effect and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause (c) the aggregate amount of the Revolving Exposure Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed the Borrowing Base, without the prior consent of all Lenders, except, that, the Administrative Agent twelve and one-half percent (after consultation with and consent 12.5%) of the Collateral Agent) may make (or Commitments then in effect. In no event shall Overadvance Loans be required that would 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure Foreign Revolver Usage to exceed the Revolving aggregate Foreign Revolver Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall be outstanding for more than sixty (60) days constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from all benefits of the date such payment was due until Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender U.S. Facility Collateral and shall be obligated entitled to pay all benefits of the Administrative Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the amount Event of its Pro Rata Percentage of Default caused thereby. In no event shall any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms Borrower or other Obligor be deemed a beneficiary of this Section 10.10nor authorized to enforce any of its terms. All Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Overadvances shall be secured to the Borrowers of the applicable Borrower Group by Collateralwritten notice to Agent.

Overadvances. The Administrative Agent If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base (such excess amount being an “Overadvance”), Borrower shall not make (and shall prohibit the Issuing immediately pay to Bank and Swingline Lender, as applicable, from making) in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank 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 Overadvance, Borrower agrees to exceed pay Bank interest on 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 Overadvance, on demand, at the Default Rate.” 3 The Loan Agreement shall not cause be amended by deleting Section 2.4(d) (Letter of Credit Fee) thereof in its entirety. 4 The Loan Agreement shall be amended by deleting the following text appearing in Section 2.4(e) (Unused Revolving Exposure Line Facility Fee) thereof: “A fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears, on a calendar year basis, in an amount equal to exceed the Revolving Commitments of all 0.30% per annum of the Lenders or the Pro Rata Percentage average unused portion of the Revolving Exposure of Line during such month, as determined by Bank.” and inserting in lieu thereof the following: “A fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears, on a Lender calendar year basis, in an amount equal to exceed such Lender’s Revolving Commitment(i) prior to the 2012 Effective Date, 0.30%, and (ii) without on and after the consent 2012 Effective Date, 0.25% per annum of all Lendersthe average unused portion of the Revolving Line during such month, (A) no Overadvance as determined by Bank.” 5 The Loan Agreement shall be outstanding for more than sixty amended by deleting the following text appearing in Section 6.6 (60Access to Collateral; Books and Records) days thereof: “At reasonable times, on five (5) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, on a semi-annual basis (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more frequently after the occurrence of an Event of Default), to inspect the Collateral and the right to audit and copy Borrower’s Books.” and inserting in lieu thereof the following: “At reasonable times, on five (5) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have elapsed since the last date right, on which any Overadvance was outstanding an annual basis (or more frequently after the occurrence of an Event of Default), to inspect the Collateral and (iii) the Administrative Agent right to audit and copy Borrower’s Books.” 6 The Loan Agreement shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from amended by deleting the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for following definitions appearing in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.13.1 thereof:

Overadvances. The Administrative Agent Agents shall not not, without the prior consent of Lenders, make (and shall prohibit the Issuing Bank Banks and Swingline LenderLenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without Base or (ii) be made when one or more of the prior consent other conditions precedent to the making of all Lenders, Loans hereunder cannot be satisfied except, that, the Administrative Agent (after consultation with and consent of the Collateral Agent) 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) be made without the total outstanding Revolving Exposure to exceed satisfaction of the Borrowing Baseforegoing conditions precedent, or (b) Excess Availability to be less than $15.0 million, in each case as if the Administrative Agent may Agents deem it necessary or advisable in its their discretion (each an “Overadvance” and collectively the “Overadvances”)to do so, provided, that: (ia) the total principal amount of the Overadvances to Borrower the Borrowers which the Administrative Agent Agents may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base conditions precedent have not been satisfied, shall not exceed the amount equal to $20.0 30 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent Agents shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the such Administrative Agent at the interest rate provided for in Section 2.06(c2.06(e). Each Lender shall be obligated to pay the such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the such Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be secured calculated by Collateralreference to the CAM Percentage.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 7.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and outstanding, (iiic) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c)) and (d) 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 additional, Overadvances. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Agent (a) Notwithstanding anything to the contrary contained in this Agreement, if the Borrowers shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of request that Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline LoansParties make, or Letters of Credit would cause the aggregate amount of the Revolving Exposure permit to exceed the Borrowing Baseremain outstanding, 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 any Loans or Letters of Credit will which shall 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 may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional may, in its sole discretion, elect to make, or permit to remain outstanding such Overadvance unless sixty (60) days to the extent such Overadvance constitutes a Permitted Overadvance. If a Permitted Overadvance is made, or more have elapsed since permitted to remain outstanding, pursuant to the last date on which any Overadvance was outstanding and (iii) the Administrative Agent preceding sentence, then all Lenders shall be entitled bound to recover make, or permit to remain outstanding, such funds, on 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 the 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 its Pro Rata Permitted Overadvance based upon their Commitment Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10Agreement, regardless of whether the conditions to lending set forth in SECTION 4.02 have been met. All Overadvances A Permitted Overadvance may be made as a Revolving Credit Loan, a Swingline Loan or as an issuance of a Letter of Credit and each Lender (including the Swingline Lender) and the Issuing Bank, as 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 secured absolute and unconditional and shall not be affected by Collateralany 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 (iii) any other occurrence, event or condition. 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. 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.

Overadvances. The Administrative Funding Agent shall not not, without the prior consent of the Required Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Bank Banks and Swingline LenderLenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Total Revolving Exposure to exceed the lesser of (a) the Total Borrowing Base, without and (b) the prior consent of all Lenderstotal Revolving Commitments, except(ii) cause the Total Adjusted Revolving Exposure to exceed the Total Adjusted Borrowing Base, that(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 Administrative Agent Total Canadian Commitment at such time, or (after consultation with and consent v) be made when one or more of the Collateral Agent) other conditions precedent to the making of 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 on behalf of LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) be made without the total outstanding Revolving Exposure to exceed satisfaction of the Borrowing Baseforegoing conditions precedent, or (b) Excess Availability to be less than $15.0 million, in each case as if the Administrative Funding Agent may deem deems it necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)to do so, provided, that: (ia) the total principal amount outstanding at any time of the Overadvances to Borrower the Borrowers which the Administrative Funding Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base conditions precedent have not been satisfied, shall not exceed the amount equal to $20.0 million outstanding at any time less 5% of the then outstanding amount of any Special Agent Advances U.S. Borrowing Base and shall not not, without the consent of all Lenders, cause the (i) total Revolving Exposure to exceed the Revolving Commitments of all of the Lenders Lenders, or the Pro Rata Percentage of the Revolving Exposure of a Lender to 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, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Funding Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Funding Agent shall be entitled to recover such funds, on demand from the applicable Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Funding Agent at the interest rate provided for in Section 2.06(c2.06(h). Each Lender of the applicable Class shall be obligated to pay the Administrative Funding Agent the amount of its Pro Rata Percentage of any such Overadvance Overadvance, provided, that the Administrative such Funding Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Agent shall not make (and shall prohibit Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as applicable, from making) any Revolving Loans or provide any Letters at the request of Credit to the Borrower Representative on behalf of Lenders intentionally and with actual knowledge that such Revolving Loansthe Borrower, Swingline Loansthe Agent may in its sole discretion (but shall have absolutely no obligation to), or Letters of Credit would cause make Advances to the aggregate amount Borrower Representative (for the account of the Revolving Exposure to exceed the Borrowing BaseBorrower), 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 the Lenders, intentionally and with actual knowledge in amounts that exceed Availability (any such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure excess Advances are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or Lenders’ right to Borrower which refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for more than sixty (60) days and (B) after all Overadvances have been repaidso long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent shall not make any additional amount of such Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such fundsaggregate amount of Overadvances outstanding at any time, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid when added to the Administrative Agent aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the interest rate provided for Aggregate Commitment at such time. 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 2.06(c4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date and are subject to the 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% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. Foothill may 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 intentionally continue to make Advances to Borrower, such failure or condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than $2,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Foothill and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Foothill and agreed to by the 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 Administrative Agent 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 not make (be subject to the same terms and shall prohibit the Issuing Bank and Swingline Lenderconditions as any other Foothill Advance, as applicable, from makingexcept that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) any Revolving Loans without regard to the presence or provide any Letters absence of Credit to Borrower on behalf a Default or Event 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 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), Default; provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance providedhowever, that the Administrative Agent is acting in accordance with the terms making of this Section 10.10. All such Overadvances shall be secured by Collateralnot constitute a waiver of such Event of Default arising therefrom.

Overadvances. The Administrative Agent shall not make (Insofar as Borrowers may request and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable be willing in its sole discretion to make (each or, as provided below, as Majority Lenders may be willing to consent to in their sole discretion) Revolving Credit Loans to Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of Outstanding LC Obligations, 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 the collectively, as “Overadvances”), providedAdministrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $3,000,000 or less may, unless a Default or Event of Default (other than any Default or Event of Default resulting solely from the funding of such Overadvance) has occurred and is continuing, be made in the sole discretion of Administrative Agent. Overadvances to Borrower which in an aggregate amount of more than $3,000,000 but less than $5,000,000 may, unless a Default or an Event of Default (other than any Default or Event of Default resulting solely from the Administrative Agent may make funding of such Overadvance) has occurred and is continuing, be made with the consent of the Majority Lenders. Overadvances in an aggregate amount of $5,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed Default or an Event of Default (other than any Default or Event of Default resulting solely from the funding of such Lender’s Revolving Commitment, (iiOveradvance) without shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the shall Administrative Agent shall not make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the days within any three hundred sixty day (360) period or (z) shall Administrative Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay exceed such Lender’s Revolving Loan Commitment minus the Administrative Agent product of such Lender’s Revolving Loan Percentage multiplied by the amount sum of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with LC Amount and the terms of this Section 10.10. All Overadvances shall be secured by CollateralOutstanding LC Obligations.

Overadvances. Agent may 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 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 Facility Usage would not exceed 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 Agent and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the 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 Administrative foregoing provisions are for the sole and exclusive benefit of the Agent shall and the Lenders and are not make (intended to benefit Borrower in any way. The Advances and shall prohibit the Issuing Bank and Swingline LenderAgent Loans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any Letters time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and 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 Credit to Borrower on behalf such Overadvances shall not constitute a waiver of Lenders intentionally and with such Event of Default arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such Revolving Loansexcess, Swingline LoansAgent 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 Letters 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 Credit would cause the aggregate amount of the Revolving Exposure arrangements that shall be implemented with Borrower intended to exceed the Borrowing Basereduce, without the prior consent of all Lenders, except, thatwithin a reasonable time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances Advances to Borrower which to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(i) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(l), and any Overadvances shall be secured by Collateralresulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent or Required Lenders shall not make (such Overadvances available. 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 prohibit bear interest as provided in this Agreement for the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Facility Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to Borrower on behalf of the terms hereof shall be made by the Revolving Facility Lenders intentionally and ratably in accordance with actual knowledge that such their Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $4.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure sole and absolute discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to exceed 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 Borrowing BaseAdministrative Agent’s receipt thereof). The foregoing notwithstanding, without in no event, (w) unless otherwise consented to by the prior consent of all Required Lenders, except, that, the Administrative Agent (after consultation with and consent shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 4.5 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Facility Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Facility Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay the Administrative Agent the amount of its Pro Rata Percentage of any exceed such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender’s Revolving Facility Commitment.

Overadvances. The Administrative Insofar as Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent shall not make (or other Lenders if required below) may be willing in their sole and shall prohibit absolute discretion to approve, Revolving Credit Loans to Borrowers at a time when the Issuing Bank and Swingline Lenderunpaid balance of Revolving Credit Loans plus the LC Exposure plus the Minimum Availability Reserve plus Reserves exceeds, as applicable, from making) or would exceed with the making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), provided, that: (i) Agent shall enter such Overadvances as debits in the total principal Loan Account. 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 $1,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $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 Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $3,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuance of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default 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, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty 60 consecutive days, (60) days and (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 60 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than 90 days within any 180 day period, or (iiiz) the Administrative shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Exposure.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline LenderInsofar as ETI, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of each Borrower, may request and Agent or Majority Lenders intentionally (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 actual knowledge that a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving LoansCredit Loan, Swingline Loansthe Borrowing Base (and such Loan or Loans being herein referred to individually as an "Overadvance" and collectively, or Letters of 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 would cause 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 $250,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Base, without the prior consent sole and absolute discretion of all Lenders, except, that, the Administrative Agent (after consultation with and consent Agent. Overadvances in an aggregate amount 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 more than $250,000 but less than $15.0 million500,000 may, unless a Default or an Event of Default has occurred and is continuing, be made in each case as the Administrative Agent may deem necessary or advisable sole and absolute discretion of the Majority Lenders. Overadvances in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $500,000 or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Administrative Agent shall not make (Insofar as Borrower Representative, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of all other Borrowers, may request and Agent or Majority Lenders intentionally (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 actual knowledge that a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $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 Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Administrative Agent Agents shall not not, without the prior consent of Lenders, make (and shall prohibit the Issuing Bank Banks and Swingline LenderLenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without Base or (ii) be made when one or more of the prior consent other conditions precedent to the making of all Lenders, Loans hereunder cannot be satisfied except, that, the Administrative Agent (after consultation with and consent of the Collateral Agent) 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) be made without the total outstanding Revolving Exposure to exceed satisfaction of the Borrowing Baseforegoing conditions precedent, or (b) Excess Availability to be less than $15.0 million, in each case as if the Administrative Agent may Agents deem it necessary or advisable in its their discretion (each an “Overadvance” and collectively the “Overadvances”)to do so, provided, that: (ia) the total principal amount of the Overadvances to Borrower the Borrowers which the Administrative Agent Agents may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base conditions precedent have not been satisfied, shall not exceed the amount equal to $20.0 30 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent Agents shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the such Administrative Agent at the interest rate 156 provided for in Section 2.06(c2.06(e). Each Lender shall be obligated to pay the such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the such Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be secured calculated by Collateralreference to the CAM Percentage. Notwithstanding anything to the contrary herein, (i) the US Borrowers shall under all circumstances remain jointly and severally liable for all Overadvances 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 (but subject to the Order), and all such Overadvances and other Credit Extensions shall constitute part of the Obligations and (ii) the Canadian Borrower shall under all circumstances remain liable for all Overadvances and any other Credit Extensions made in excess of the Canadian 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. (a) The Administrative Agent may 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 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 ten percent (10%) of the Revolving Credit Facility Amount or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans would not exceed the 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 Agent and the Lenders and are not intended to, and shall not make (be construed to, create any obligations of the Agent or any Lender to the Borrower with respect to Overadvances or otherwise benefit the Borrower in any way. The Overadvances and shall prohibit the Issuing Bank and Swingline LenderAgent Advances, as applicable, from making) that are made pursuant to this Agreement shall be subject to the same terms and conditions as any Revolving Loans or provide any Letters other Advance, except that the rate 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 interest applicable thereto shall be 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), Prime Option; provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance providedhowever, that the Administrative Agent is acting making of any Overadvance shall not constitute a waiver of any Default or Event of Default then in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexistence or arising therefrom.

Overadvances. The Administrative Agent shall not make (Insofar as Borrower may request, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of each other Co-Borrower and Agent or Majority Lenders intentionally (as provided below), may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 actual knowledge that a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since enter such Overadvances as debits in the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10Loan Account. All Overadvances shall be repaid on demand, shall be secured by Collateral.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 ($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, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than One Million Dollars ($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,

Overadvances. The Administrative Agent shall not make (and shall prohibit a) Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as 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 at the aggregate amount request of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, thatBorrower, the Administrative Agent may, in its sole discretion (after consultation but 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 absolutely no obligation), on behalf of the Lenders, intentionally and with actual knowledge (x) make Revolving Loans to the Borrowers in amounts that exceed Availability (any such excess Revolving Loans or Letters of Credit will cause (aare herein referred to collectively as “Overadvances”) the total outstanding Revolving Exposure to exceed the Borrowing Base, or (by) Excess deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be less than $15.0 millionOveradvances; provided that, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default due to Borrower’s failure to comply with Section 2.01 for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any so long as such Overadvance provided, that the Administrative Agent is acting remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 10.104.02(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 not to exceed $5,000,000 at any time; provided that, the aggregate amount of Overadvances and Protective Advances shall not collectively exceed $5,000,000. No Overadvance may remain outstanding for more than thirty (30) days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be secured by Collateralin writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

Overadvances. The Administrative Agent shall not make (and shall prohibit If at any time the Issuing Bank and Swingline Lender, as applicable, from making) any outstanding 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 Total Utilization of the Revolving Exposure Commitments to exceed the Borrowing Base, without the prior consent of all Lenders, except, thatBase 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 consultation an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with and consent any outstanding Protective Advances, would not exceed an amount equal to 10% of the Collateral Agent) may make Borrowing Base in effect at the time of the making of such Overadvance and (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 (aC) the total outstanding Total Utilization of Revolving Exposure to Commitments would not exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 millionMaximum Credit, in each case as subject to the Administrative Agent may deem necessary or advisable limitation in its discretion (each an “Overadvance” and collectively Section 2.01(2)(v). In no event shall Overadvances be required that would cause the “Overadvances”), provided, that: (i) the total principal amount Total Utilization of the Overadvances Revolving Commitments to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal Maximum Credit, subject to $20.0 million outstanding 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 time less by the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure Required Lenders by written notice to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent Agent. All Overadvances shall not make any additional Overadvance unless sixty (60) days or more have elapsed since constitute Obligations secured by the last date on which any Overadvance was outstanding Collateral and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together all benefits of the Loan Documents. No Overadvance shall result in an Event of Default due to a Borrower’s failure to comply with interest thereon Section 2.01 for each day from the date such payment was due until the date such amount is paid to the 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 its Pro Rata Percentage of any so long as such Overadvance provided, that the Administrative Agent is acting remains outstanding in accordance with the terms of this Section 10.10paragraph, but solely with respect to the amount of such Overadvance. All Overadvances The Administrative Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan; provided, that the Administrative Agent shall be secured by Collateralhave no liability for any failure to provide any such notice.

Overadvances. The Administrative Insofar as Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Agent may be willing in 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 Borrowers at a time when the unpaid balance of Revolving Credit Loans plus the LC Exposure (other than the Cash Collateralized LC Exposure) 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 shall prohibit the Issuing Bank and Swingline Lendercollectively, as applicable, from making) any "Overadvances"). Agent shall enter such Overadvances as debits in the Loan Account. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective 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 Loan Percentages. Overadvances in the aggregate amount of $15,000,000 or less may be made in the Revolving Exposure to exceed the Borrowing Base, without the prior consent sole and absolute discretion 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 $15.0 million, . Overadvances in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the Overadvances to Borrower which the Administrative Agent may make $15,000,000 or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base more 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without require the consent of 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, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty 60 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) 5 days or more have elapsed expired since the last date on which any Overadvance was outstanding and Overadvances were outstanding, or (iiiz) the Administrative shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Xxxxxx's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Xxxxxx's Revolving Loan Commitment minus such Xxxxxx's Revolving Loan Percentage of any the LC Exposure, unless such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender consents thereto.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 (after consultation with the Collateral Agent) may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of the Overadvances to any Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 20 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days days, (ii) no Overadvance shall be made at any time an Event of Default shall exist and (Biii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and outstanding, (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c), and (d) the Collateral Agent must consent to such Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Agent Agents shall not not, without the prior consent of Lenders, make (and shall prohibit the Issuing Bank Banks and Swingline LenderLenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without Base or (ii) be made when one or more of the prior consent other conditions precedent to the making of all Lenders, Loans hereunder cannot be satisfied except, that, the Administrative Agent (after consultation with and consent of the Collateral Agent) 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 LendersLenders (each an "Overadvance" and collectively, the "Overadvances"), intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) be made without the total outstanding Revolving Exposure to exceed satisfaction of the Borrowing Baseforegoing conditions precedent, or (b) Excess Availability to be less than $15.0 million, in each case as if the Administrative Agent may Agents deem it necessary or advisable in its their discretion (each an “Overadvance” and collectively the “Overadvances”)to do so, provided, that: (ia) the total principal amount of the Overadvances to Borrower the Borrowers which the Administrative Agent Agents may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base conditions precedent have not been satisfied, shall not exceed the amount equal to $20.0 30 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s 's Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent Agents shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the such Administrative Agent at the interest rate provided for in Section 2.06(c2.06(e). Each Lender shall be obligated to pay the such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the such Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be secured calculated by Collateralreference to the CAM Percentage.

Overadvances. The Administrative Agent shall not make Insofar as (i) Borrower Representative, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally all other Borrowers, may request 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 and consent of the Collateral Agentas provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (or cause to be madeii) such additional Administrative Agent, in its sole discretion, makes Revolving Credit Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or Letters of Credit will cause desirable (a) to protect all or any portion of the total outstanding Revolving Exposure Collateral, (b) to exceed enhance the Borrowing Baselikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (bc) Excess Availability to be less than $15.0 millionpay 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 case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount 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 the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account; provided, that: (i) that the total principal aggregate amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less shall not exceed 10% of the then outstanding amount of any Special Agent Advances Borrowing Base. All Overadvances shall be repaid promptly following demand, shall be secured by the Collateral and shall not cause 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 Exposure to exceed the Revolving Commitments of all of the Credit Lenders or the ratably in accordance with their respective Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving CommitmentPercentages. The foregoing notwithstanding, (iii) without the consent of all unless otherwise consented to by Majority Lenders, (A) no Overadvance Overadvances shall not be outstanding for more than sixty ten (6010) days consecutive days, and (Bii) after unless otherwise consented to by all Overadvances have been repaidLenders, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All no Overadvances shall be secured by Collateralpermitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. The Administrative Insofar as Borrowers may request and Agent shall or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 make 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 shall prohibit the Issuing Bank and Swingline Lender, such Loan or Loans being herein referred to individually as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $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 Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10LC Amount. All Overadvances shall be secured by Collateral.1.1.3

Overadvances. The Administrative Agent shall not make (and shall prohibit Any provision of this Agreement to the Issuing Bank and Swingline Lendercontrary notwithstanding, as applicable, from making) any Revolving Loans or provide any Letters at the request of Credit to the Borrower Representative on behalf of Lenders intentionally and with actual knowledge that such Revolving Loansthe Borrower, Swingline Loansthe Agent may in its sole discretion (but shall have absolutely no obligation to), or Letters of Credit would cause make Advances to the aggregate amount Borrower Representative (for the account of the Revolving Exposure to exceed the Borrowing BaseBorrower), 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 the Lenders, intentionally and with actual knowledge in amounts that exceed Availability (any such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure excess Advances are herein referred to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case collectively as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”); provided that, provided, that: (i) the total principal amount no such event or occurrence shall cause or constitute a waiver of the Overadvances Agent’s or Lenders’ right to Borrower which refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the Administrative Agent case may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding be, at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for more than sixty (60) days and (B) after all Overadvances have been repaidso long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent shall not make any additional amount of such Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such fundsaggregate amount of Overadvances outstanding at any time, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid when added to the Administrative Agent aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the interest rate provided for Aggregate Revolving Commitment at such time. 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 2.06(c4.2 have not been satisfied (other than the condition regarding Availability and other than Section 4.2(a). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13, shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.20. The authority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance 49 shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment 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 revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Overadvances. The Administrative Insofar as Borrowers may request and Agent shall or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 make 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 shall prohibit the Issuing Bank and Swingline Lender, such Loan or Loans being herein referred to individually as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $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 Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Insofar as Borrower Representative may request, and Administrative Agent shall or Majority Revolving Credit Lenders (as provided below) may be willing in their sole and absolute discretion to make, Revolving Credit Loans to 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 make (and shall prohibit been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the Issuing Bank and Swingline Lender, as applicable, from making) making of any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansCredit Loan, Swingline Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without whether or not a Default or Event of Default shall then have occurred and be continuing (any such Loan being herein referred to as an "Overadvance"), Administrative Agent shall enter such Overadvances as debits in the prior consent of all Lenders, exceptRevolving Credit Loan Account; provided, that, the Majority Revolving Credit Lenders may at any time revoke Administrative Agent (after consultation with and consent of the Collateral Agent) may 's authorization to 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total . The principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less time, when aggregated with the then outstanding principal amount of Administrative Agent Loans (as hereafter defined), shall not at any Special Agent Advances 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 not cause bear interest as provided in this Agreement for Base Rate Loans. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Exposure to exceed the Revolving Commitments of all Credit Lenders ratably in accordance with their respective Percentages. Overadvances, if any, in an aggregate amount in excess of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Overadvance Limit shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Credit Lenders, (Ax) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (By) after all outstanding Overadvances have been repaid, the shall Administrative Agent shall not or Revolving Credit Lenders make any additional Overadvance Overadvances unless sixty thirty (6030) days or more have elapsed expired since the last date on which any Overadvance was outstanding and Overadvances were outstanding, or (iiiz) the shall Administrative Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Revolving Credit Lenders under this subsection 1.1.3 to the Administrative Agent at extent such Revolving Credit Loans would cause a Revolving Credit Lender's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Revolving Credit Lender's Revolving Credit Commitment minus such Revolving Credit Lender's Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with LC and Acceptance Amount and the terms of this Section 10.10. All Overadvances shall be secured by Collateralthen outstanding Swing Line Loans.

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Company, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make (and shall prohibit Advances to the Issuing Bank and Swingline LenderDomestic Borrowers, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge the Domestic Lenders, in amounts that exceed the Domestic Availability (any such Revolving Loansexcess Advances are herein referred to collectively as “Overadvances”); provided that, Swingline (i) no such event or occurrence shall 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 Letters 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 Credit would cause such Overadvance, and (iii) in no event shall Overadvances be outstanding for more than 30 days (which days need not be consecutive) in 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 (other than the condition regarding availability). All Overadvances shall constitute Domestic Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount of 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 Borrowing Base, without the prior consent of all Lenders, except, Aggregate Revolving Commitment; provided that, the Administrative Agent (after consultation with and consent of the Collateral Agent) Required Lenders 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less revoke the then outstanding amount of any Special Agent Advances Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall not cause become effective prospectively upon the Revolving Exposure Agent’s receipt thereof. Notwithstanding anything to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentcontrary in any Loan Document, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralany Collateral of any Loan Party that is not a Domestic Borrower or a Domestic Subsidiary.

Overadvances. The Administrative Insofar as Borrowers may request and Agent shall or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 make 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 shall prohibit the Issuing Bank and Swingline Lender, such Loan or Loans being herein referred to individually as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $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 Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10LC Amount. All Overadvances shall be secured by Collateral.CHICAGO/#1571873.4

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of any Borrower, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make Advances to the Borrower Representative (and for the account of such Borrower), on behalf of the Revolving Lenders, in amounts that exceed Availability or such Borrower’s Availability (any such excess Advances are herein referred to collectively as “Overadvances”); provided that, (i) no such event or occurrence shall prohibit cause or constitute a waiver of the Issuing Bank and Swingline LenderAgent’s or Revolving Lenders’ right to refuse to make any further Overadvances, as 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 Non-Ratable Loans, or Letters 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 permits such Overadvance to remain outstanding, but solely with respect to the amount of Credit would cause such Overadvance. 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 (other than the condition regarding Availability and Availability). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be payable on the earlier of demand or the Revolver Termination Date and are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount outstanding at any time not to exceed ten percent (10%) of the aggregate amount Revolving Commitment of all Lenders and no Overadvance shall cause any Revolving Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Revolving Aggregate Credit Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, Aggregate Commitment; provided that, the Administrative Agent (after consultation with and consent of the Collateral Agent) Required Revolving Lenders 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less revoke the then outstanding amount of any Special Agent Advances Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall not cause become effective prospectively upon the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such LenderAgent’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralreceipt thereof.

Overadvances. (a) The Administrative Agent may 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 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 five percent (5%) of the Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans would not exceed the 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 Agent and the Lenders and are not intended to, and shall not make (be construed to, create any obligations of the Agent or any Lender to the Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and shall prohibit the Issuing Bank and Swingline LenderAgent Advances, as applicable, from making) that are made pursuant to this Agreement shall be subject to the same terms and conditions as any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge other Advance except that such Revolving Loans, Swingline Loans, or Letters of Credit would cause advances shall bear interest at 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), then Effective Interest Rate for Prime Advances; provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance providedhowever, that the Administrative Agent is acting making of any Overadvance shall not constitute a waiver of any Default or Event of Default then in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexistence or arising therefrom.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 $15.0 million, in each case as the Administrative Agent and the Collateral Agent may deem necessary or advisable in its their collective discretion (each an “Overadvance” "OVERADVANCE" and collectively the “Overadvances”"OVERADVANCES"), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s 's Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Insofar as Borrower Representative may request and Agent shall not or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make (and shall prohibit Revolving Credit Loans to the Issuing Bank and Swingline Lenderrespective Borrowers as to which they have Revolving Loan Commitments at a time when the unpaid balance of Revolving Credit Loans plus the LC Obligations exceeds, as applicable, from making) or would exceed with the making of 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, Credit Loan or Letters the incurrence of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, thatany LC Obligation, the Administrative Agent Aggregate Borrowing Base (after consultation with and consent of the Collateral Agent) may make (any such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the applicable Loan Account, thatsubject 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) the total principal amount of the with respect to Overadvances to Borrower which the Administrative Agent may make or provide U.S. Borrower, by all Lenders (or cause to be made or providedexcept U.K. Lender and Canadian Lender) after obtaining such actual knowledge that the ratably in accordance with their respective 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving CommitmentLoan Percentages, (ii) without 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 $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $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 shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty thirty (6030) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty thirty (6030) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. Agent may 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 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 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 by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Maximum Revolving Amount. The Administrative foregoing provisions are for the sole and exclusive benefit of the Agent shall and the Lenders and are not make (intended to benefit Borrower in any way. The Advances and shall prohibit the Issuing Bank and Swingline LenderAgent Loans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c) without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any Letters time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and 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 Credit to Borrower on behalf such Overadvances shall not constitute a waiver of Lenders intentionally and with such Event of Default arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such Revolving Loansexcess, Swingline LoansAgent 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 Letters 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 Credit would cause the aggregate amount of the Revolving Exposure arrangements that shall be implemented with Borrower intended to exceed the Borrowing Basereduce, without the prior consent of all Lenders, except, thatwithin a reasonable time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances Advances to Borrower which to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(i) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(l), and any Overadvances shall be secured by Collateralresulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, provided that: (ia) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 7.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and outstanding, (iiic) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c)) and (d) 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 additional, Overadvances. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, provided that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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 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 LendersLenders (each an "Overadvance" and collectively, the "Overadvances"), 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 (after consultation with the Collateral Agent) may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of the Overadvances to any Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 10 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s 's Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days (ii) no Overadvance shall be made at any time an Event of Default shall exist and (Biii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c)) and (d) Collateral Agent must consent to such Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under Section 3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lenderor Foothill, as applicable, from makingand Agent or Foothill, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Advances (including Foothill Loans) any Revolving Loans or provide any Letters of Credit to Borrower on behalf such failure of Lenders intentionally and with actual knowledge that such Revolving Loanscondition notwithstanding, Swingline Loansso long as, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Baseat any time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total outstanding Revolving Facility Usage (including, without limitation, the Agent Advance) does not exceed the Borrowing Base by more than the lesser of $1 million or 10% of the Borrowing Base and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Agent, Foothill, and the Lenders and are not intended to benefit Borrower in any way. The Advances and Foothill Loans, as applicable, that are made pursuant to this Section 2.1(k) shall be subject to the same terms and conditions as any other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) hereof without regard to the presence or absence of a Default or Event of Default. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, 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 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 the 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 Overadvances Advances to Borrower which to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(h) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(k), and any Overadvances shall be secured by Collateralresulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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 except that 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 (after consultation with the Collateral Agent) may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of the Overadvances to any Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 10 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days days, (ii) no Overadvance shall be made at any time an Event of Default shall exist and (Biii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and outstanding, (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c)) and (d) Collateral Agent must consent to such Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit bear interest as provided in this Agreement for the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Facility Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to Borrower on behalf of the terms hereof shall be made by the Revolving Facility Lenders intentionally and ratably in accordance with actual knowledge that such their Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Exposure Facility Lenders may at any time revoke the Administrative Agent’s authorization to exceed 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 Borrowing BaseAdministrative Agent’s receipt thereof). The foregoing notwithstanding, without in no event (w) unless otherwise consented to by the prior consent of all Required Revolving Facility Lenders, except, that, the Administrative Agent (after consultation with and consent shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 7.5 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) the Administrative Agent shall be entitled unless otherwise consented to recover such funds, on demand from Borrower together with interest thereon for by each day from the date such payment was due until the date such amount is paid to the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.affected Lender,

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Company, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make (and shall prohibit Advances to the Issuing Bank and Swingline LenderDomestic Borrowers, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge the Domestic Lenders, in amounts that exceed the Domestic Availability (any such Revolving Loansexcess Advances are herein referred to collectively as "Overadvances"); provided that, Swingline (i) no such event or occurrence shall 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 Letters 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 Credit would cause such Overadvance, and (iii) in no event shall Overadvances be outstanding for more than 30 days (which days need not be consecutive) in 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 (other than the condition regarding availability). All Overadvances shall constitute Domestic Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount of 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 Borrowing Base, without the prior consent of all Lenders, except, Aggregate Revolving Commitment; provided that, the Administrative Agent (after consultation with and consent of the Collateral Agent) Required Lenders 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less revoke the then outstanding amount of any Special Agent Advances Agent's authorization to make Overadvances. Any such revocation must be in writing and shall not cause become effective prospectively upon the Revolving Exposure Agent's receipt thereof. Notwithstanding anything to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentcontrary in any Loan Document, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralany Collateral of any Loan Party that is not a Domestic Borrower or a Domestic Subsidiary.

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable by the Borrower on demand (or, if such Overadvance is due to the imposition of new Reserves, a change in the methodology of calculating existing Reserves, a change in eligibility criteria or standards or the occurrence of a Revaluation Date, within three Business Days following notice from the Administrative Agent) to the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent shall may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrower to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not make continue for more than 30 consecutive days (and shall prohibit no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) and (ii) the Issuing Bank aggregate amount of all Overadvances and Swingline LenderProtective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as applicablelong as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, from makingand (ii) any Revolving does not continue for more than 30 consecutive days. In no event shall Overadvance Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge be required that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of the outstanding Revolving Exposure Loans and LC Obligations to exceed the Borrowing Base, without aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the prior consent making or continuance of all Lenders, except, that, an Overadvance shall not constitute a waiver by the Administrative Agent (after consultation with and consent or the Lenders of the Collateral Agent) may make (then existing Event of Default. In no event shall the Borrower or cause other Credit Party be permitted to require any Overadvance Loan 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Current Asset Revolving Facility Credit Exposure or Fixed Asset Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Current Asset Borrowing Base or the Fixed Asset Borrowing Base, as the case may be (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the applicable Security Documents and the Intercreditor Agreement and shall prohibit bear interest as provided in this Agreement for the Issuing Bank Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall (x) be allocated between the Revolving Facilities pro rata based on the Current Asset Revolving Facility Availability and Swingline Lenderthe Fixed Asset Revolving Facility Availability at such time and (y) be made by the Revolving Facility Lenders under the applicable Tranche ratably in accordance with their Current Asset Revolving Facility Percentages or Fixed Asset Revolving Facility Percentages, as 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 . Overadvances in the aggregate amount of $5.0 million or less may, unless a Default or Event of Default has occurred and is 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, unless otherwise consented to by all Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Facility Lenders, except, that, the Administrative Agent (after consultation with and consent w) shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 5.0 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60) days and (By) after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Facility Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(c) to the Administrative Agent at extent such Revolving Facility Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Current Asset Revolving Facility Credit Exposure or Fixed Asset Revolving Facility Credit Exposure, as the case may be, to pay the Administrative Agent the amount of its Pro Rata Percentage of any exceed such Overadvance providedLender’s Current Asset Revolving Facility Commitment or Fixed Asset Revolving Facility Commitment, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralrespectively.

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Domestic Borrower, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make (and shall prohibit Advances to the Issuing Bank and Swingline LenderDomestic Borrower, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge the Domestic Lenders, in amounts that exceed Domestic Availability (any such Revolving Loansexcess Advances are herein referred to collectively as "Overadvances"); provided that, Swingline (i) no such event or occurrence shall 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 Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Baseissue Facility LCs, 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 $15.0 million, in each case as the Administrative Agent case may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)be, provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) no Overadvance shall result in a Default or Unmatured Default due to the 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, and (iii) in no event shall Overadvances be outstanding for more than sixty 60 days (60which days need not be consecutive) days and (B) after all in any 120 day period. In addition, Overadvances have been repaidmay be made even if a Default or Unmatured Default exists, but may not be made if the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for conditions precedent set forth in Section 2.06(c4.2 have not been satisfied (other than the condition regarding availability). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall constitute Domestic Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the 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 any Lender's Credit 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 revocation must be in writing and shall become effective prospectively upon the Agent's receipt thereof.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit bear interest as provided in this Agreement for the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Facility Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to Borrower on behalf of the terms hereof shall be made by the Revolving Facility Lenders intentionally and ratably in accordance with actual knowledge that such their Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Exposure Facility Lenders may at any time revoke the Administrative Agent’s authorization to exceed 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 Borrowing BaseAdministrative Agent’s receipt thereof). The foregoing notwithstanding, without in no event (w) unless otherwise consented to by the prior consent of all Required Revolving Facility Lenders, except, that, the Administrative Agent (after consultation with and consent shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 7.5 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) unless otherwise consented to by each affected Lender, shall the Administrative Agent shall be entitled to recover such funds, make Revolving Facility Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Facility Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay the Administrative Agent the amount of its Pro Rata Percentage of any exceed such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender’s Revolving Facility Commitment.

Overadvances. The Administrative Agent shall not make (and shall prohibit If at any time the Issuing Bank and Swingline Lender, as applicable, from making) any outstanding 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 Total Utilization of the Revolving Exposure Commitments to exceed the Borrowing Base, without the prior consent of all Lenders, except, thatBase 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 consultation an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with and consent any outstanding Protective Advances, would not exceed an amount equal to 10% of the Collateral Agent) may make Borrowing Base in effect at the time of the making of such Overadvance and (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 (aC) the total outstanding Total Utilization of Revolving Exposure to Commitments would not exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 millionMaximum Credit, in each case as subject to the Administrative Agent may deem necessary or advisable limitation in its discretion (each an “Overadvance” and collectively Section 2.01(2)(v). In no event shall Overadvances be required that would cause the “Overadvances”), provided, that: (i) the total principal amount Total Utilization of the Overadvances Revolving Commitments to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal Maximum Credit, subject to $20.0 million outstanding 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 time less by the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure Required Lenders by written notice to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent Agent. All Overadvances shall not make any additional Overadvance unless sixty (60) days or more have elapsed since constitute Obligations secured by the last date on which any Overadvance was outstanding Collateral and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together all benefits of the Loan Documents. No Overadvance shall result in an Event of Default due to a Borrower’s failure to comply with interest thereon Section 2.01 for each day from the date such payment was due until the date such amount is paid to the 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 its Pro Rata Percentage of any so long as such Overadvance provided, that the Administrative Agent is acting remains outstanding in accordance with the terms of this Section 10.10paragraph, but solely with respect to the amount of such Overadvance. All Overadvances The Administrative Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan; provided, that the Administrative Agent shall be secured by Collateral.have no liability for any failure to provide any such notice. SECTION 2.11

Overadvances. The Administrative Agent shall not make Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the time (and shall prohibit unless otherwise objected to by the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Required 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, thatin writing), 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” in order to preserve and collectively protect the “Overadvances”), provided, that: (i) Collateral or to preserve and protect the total principal amount business of the Overadvances Borrowers, require all Revolving Lenders to Borrower honor requests or deemed requests by the Borrowers for Revolving Credit Loans at a time when an Overadvance exists or which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the 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 would result in an Overadvance and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay continue to fund its Commitment Percentage of such Revolving Credit Loans not to exceed a maximum amount outstanding equal to its Commitment so long as (i) such Overadvance is not known by the Administrative Agent to exceed five percent (5%) of the 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 its Pro Rata Percentage any Overadvance) for “inadvertent Overadvances” (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)). Any Overadvance that remains outstanding for more than forty-five (45) consecutive days shall constitute an Event of Default hereunder (unless the Required Lenders otherwise agree). The making of any Overadvance is for the benefit of the Borrowers; such Overadvances constitute Loans and Obligations hereunder. The making of any Overadvance on any one occasion shall not obligate the Administrative Agent or the Lenders to make other Overadvances on any other occasion or to permit any such Overadvance provided, that to remain outstanding. In no event shall the Administrative Agent is acting in accordance with Total Facility Usage (including any Overadvance and after giving effect to all amounts requested) exceed the terms of this Section 10.10. All Overadvances shall be secured by CollateralTotal Commitment.

Overadvances. The Administrative Agent shall not make (Insofar as Borrower Representative, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of all other Borrowers, may request and Agent or Majority Lenders intentionally (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to 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 actual knowledge that a Revolving Credit Loan, plus Reserves, exceeds, or would exceed with the making of any such Revolving LoansCredit Loan, 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 Base (after consultation with and consent of the Collateral Agent) may make (such Loan or cause Loans being herein referred 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 $15.0 million, in each case individually as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), providedAgent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, that: (i) shall be secured by the total principal 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 $500,000 or less may, unless an Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances to Borrower which in an aggregate amount of more than $500,000 but less than $2,000,000 may, unless an Event of Default has occurred and is continuing, be made in the Administrative Agent may make sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $2,000,000 or provide (or cause more and Overadvances to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds occurrence and during the Borrowing Base continuation of an Event of Default 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty ninety (6090) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty ninety (6090) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make Advances to the Borrower, on behalf of the Lenders, in amounts that exceed Availability (and any such excess Advances are herein referred to collectively as "OVERADVANCES"); provided that, (i) no such event or occurrence shall prohibit cause or constitute a waiver of the Issuing Bank and Swingline LenderAgent's or the Lenders' right to refuse to make any further Overadvances, as 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 Non-Ratable Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Baseissue Facility LCs, 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 $15.0 million, in each case as the Administrative Agent case may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)be, provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmentthat an Overadvance exists, (ii) without the consent of all Lenders, (A) 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) in no event shall Overadvances be outstanding for more than sixty 60 days (60which days need not be consecutive) days and (B) after all in any 120 day period. In addition, Overadvances have been repaidmay be made even if a Default or Unmatured Default exists, but may not be made if the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for conditions precedent set forth in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.104.2 have not been satisfied. All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be secured by Collateralpayable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the 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 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 revocation must be in writing and shall become effective prospectively upon the Agent's receipt thereof.

Overadvances. Facility Agent may make voluntary Overadvances, which shall be Reference Rate Loans, without the written consent of the Facility Co-Agent or Required Lenders for amounts charged to the Loan Account for interest, fees, or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the 38 Foothill/Agent Greyhound F6384-0813 45 conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Facility Agent may, with the consent of the Facility Co-Agent and the Required Lenders, knowingly and intentionally continue to make Advances (including Agent Loans to the extent permitted under Section 2.1(g)(i)), which shall be Reference Rate Loans, to Borrower such failure of condition notwithstanding or modify the definition of "Borrowing Base," so long as: (i) such Overadvance or modification would not exist for more than 120 days and (ii) the amount by which Revolving Facility Usage exceeds the Borrowing Base (as defined prior to any modification of such definition under this Section 2.1 (l)) would not exceed the lesser of: (y) $12,500,000 or (z) 10% of the Borrowing Base (as defined prior to any modification of such definition under this Section 2.1 (l)). The Administrative foregoing provisions are for the sole and exclusive benefit of the Agents and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent shall not make (and shall prohibit the Issuing Bank and Swingline LenderLoans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any Letters of Credit time, revoke Facility Agent's authorization contained in this Section 2.1(l) to Borrower on behalf of Lenders intentionally make Overadvances (except for and with actual knowledge that such Revolving Loansexcluding amounts charged to the applicable Loan Account for interest, Swingline Loansfees, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing BaseLender Group Expenses), 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 any such revocation to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lendersin writing and to become effective upon Facility Agent's receipt thereof; provided further, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the Borrowing Basehowever, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base making of such Overadvances shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount constitute a waiver of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments such Event of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c)Default arising therefrom. Each Lender shall be obligated to pay the Administrative settle with Facility Agent as provided in Section 2.1(i) for the amount of its Pro such Lender's Pro-Rata Percentage Share of any unintentional Overadvances by Facility Agent reported to such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of Lender and any intentional Overadvances made as permitted under this Section 10.10. All Overadvances shall be secured by Collateral2.1(l).

Overadvances. Agent may 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 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 Facility Usage would not exceed the Borrowing Base by more than $2,000,000 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 the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the 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 Administrative foregoing provisions are for the sole and exclusive benefit of the Agent shall and the Lenders and are not make (intended to benefit Borrower in any way. The Advances and shall prohibit the Issuing Bank and Swingline LenderAgent Loans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be -------------- subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or ----------------- absence of a Default or Event of Default; provided, that the Required Lenders -------- may, at any Letters time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and 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 Credit to Borrower on behalf such Overadvances shall not constitute a ------- ------- waiver of Lenders intentionally and with such Event of Default arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such Revolving Loansexcess, Swingline LoansAgent 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 Letters 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 Credit would cause the aggregate amount of the Revolving Exposure arrangements that shall be implemented with Borrower intended to exceed the Borrowing Basereduce, without the prior consent of all Lenders, except, thatwithin a reasonable time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances Advances to Borrower which to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(i) for the amount of its such Lender's Pro Rata Percentage Share of any -------------- unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(l), and any Overadvances shall be secured by Collateral-------------- resulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” "OVERADVANCE" and collectively the “Overadvances”"OVERADVANCES"), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s 's Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Insofar as Borrowers may request and Agent or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to Borrowers at a time when the unpaid balance, without duplication, 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 established pursuant to subsection 1.1.1, 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 not make (enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall prohibit bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the Issuing Bank and Swingline Lender, as applicable, from making) any terms hereof shall be made by all Lenders ratably in accordance with their respective 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 Loan Percentages. Overadvances in the aggregate amount of $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure to exceed the Borrowing Base, without the prior consent sole and absolute discretion of all Lenders, except, that, the Administrative Agent (after consultation with and consent Agent. Overadvances in an aggregate amount 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 more than $5,000,000 but less than $15.0 million10,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made in each case as the Administrative Agent may deem necessary or advisable sole and absolute discretion of the Majority Lenders. Overadvances in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal aggregate amount of the $10,000,000 or more and 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 Revolving Exposure equals or exceeds occurrence and during 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure continuation of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (Aw) no Overadvance shall any Overadvances be outstanding for more than sixty (60) days and consecutive days, (Bx) after all outstanding Overadvances have been repaid, the Administrative shall Agent shall not or Lenders make any additional Overadvance Overadvances unless sixty (60) days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding, (y) shall Overadvances be outstanding and on more than ninety (iii90) the Administrative days within any one hundred eighty day (180) period or (z) shall Agent shall be entitled to recover such funds, make Revolving Credit Loans on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid behalf of Lenders under this subsection 1.1.2 to the Administrative Agent at extent such Revolving Credit Loans would cause a Lender's share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Credit Loans to pay the Administrative Agent the amount of its Pro Rata exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLC Amount.

Overadvances. The Administrative (i) Agent may 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 intentionally continue to make Advances to Borrowers if, at any time, (1) either (A) the outstanding Revolving Facility Usage would not exceed 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 shall prohibit agreed to by Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by Required Lenders) for the Issuing Bank elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and Swingline Lender(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, from makingthat are made pursuant to this Section 2.1(k) shall be subject to the same terms and conditions as any Revolving Loans other Advance or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving LoansFoothill Loan, Swingline Loansas applicable, 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 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge except that the Revolving Exposure equals rate of interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) without regard to the presence 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure absence of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent Default or Event of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance Default; provided, that the Administrative Agent is acting Required Lenders may, at any time, revoke Agent's authorization contained in accordance with the terms of this Section 10.10. All 2.1(k) to make Overadvances (except for and 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 be secured by Collateralnot constitute a waiver of such Event of Default arising therefrom.

Overadvances. The Administrative Agent If (i) the U.S. Revolver Usage exceeds the U.S. Borrowing Base (a “U.S. Overadvance”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance”) at any time, the excess amount shall not make (and shall prohibit the Issuing Bank and Swingline Lenderbe payable by U.S. Borrowers or Foreign Borrowers, as applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from makingrequiring 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), (b) the aggregate amount of Overadvances existing at any Revolving Loans or provide any Letters time does not exceed 7.5% of Credit to Borrower on behalf of Lenders intentionally the Commitments then in effect and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause (c) the aggregate amount of the Revolving Exposure Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed the Borrowing Base, without the prior consent of all Lenders, except, that, the Administrative Agent (after consultation with and consent 12.5% of the Collateral Agent) may make (or Commitments then in effect. In no event shall Overadvance Loans be required that would 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure Foreign Revolver Usage to exceed the Revolving aggregate Foreign Revolver Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall be outstanding for more than sixty (60) days constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from all benefits of the date such payment was due until Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender U.S. Facility Collateral and shall be obligated entitled to pay all benefits of the Administrative Loan Documents. Any funding of an 63 Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the amount Event of its Pro Rata Percentage of Default caused thereby. In no event shall any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms Borrower or other Obligor be deemed a beneficiary of this Section 10.10nor authorized to enforce any of its terms. All Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Overadvances shall be secured to Borrowers of the applicable Borrower Group by Collateralwritten notice to Agent.

Overadvances. Agent may make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the 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 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 Facility Usage would not exceed the Borrowing Base by more than $2,000,000 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 the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the 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 Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Amount. The Administrative foregoing provisions are for the sole and exclusive benefit of the Agent shall and the Lenders and are not make (intended to benefit Borrower in any way. The Advances and shall prohibit the Issuing Bank and Swingline LenderAgent Loans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any Letters time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or 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 Credit to Borrower on behalf such Overadvances shall not constitute a waiver of Lenders intentionally and with such Event of Default arising therefrom. 34 In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such Revolving Loansexcess, Swingline LoansAgent 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 Loan Account for interest, fees, or Letters 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 Credit would cause the aggregate amount of the Revolving Exposure arrangements that shall be implemented with Borrower intended to exceed the Borrowing Basereduce, without the prior consent of all Lenders, except, thatwithin a reasonable time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances Advances to Borrower which to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(i) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(l), and any Overadvances shall be secured by Collateralresulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) If at 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, 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 time (a) the total outstanding principal amount of the Facility A Revolving Exposure to exceed Loans exceeds the lesser of (i) the Facility A Borrowing BaseBase and (ii) the Facility A Maximum Facility Amount, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively outstanding principal amount of the “Overadvances”), provided, that: Facility B Revolving Loans exceeds the lesser of (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Facility B 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) the Facility B Maximum Facility Amount (such excess in either such case being hereinafter referred to as an “Overadvance”), either without the consent Bank’s consent, as the result of all LendersEligible 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 (Aa “Permitted Overadvance”), the Borrower shall (x) no Overadvance in the case 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 outstanding for more than sixty acceptable to the Bank in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (602) days and Business Days prior to the expiration of such five (B5) after all Overadvances have been repaidBusiness Day period, the Administrative Agent Borrower shall not make 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 additional Overadvance unless sixty (60) days or more have elapsed since the last date on month in which any Overadvance was outstanding has occurred and (iii) has not been eliminated, the Administrative Agent Borrower shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for charged an Overadvance Fee in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting set forth in accordance with the terms of this Section 10.10Annex 2. All Overadvances shall be secured 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 all Collateral.

Overadvances. Agent may 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 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 Facility Usage would not exceed the Borrowing Base by more than $2,000,000 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 the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the 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 Administrative foregoing provisions are for the sole and exclusive benefit of the Agent shall and the Lenders and are not make (intended to benefit Borrower in any way. The Advances and shall prohibit the Issuing Bank and Swingline LenderAgent Loans, as applicable, from makingthat are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any Revolving Loans other Agent Advance or provide Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any Letters time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and 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 Credit to Borrower on behalf such Overadvances shall not constitute a waiver of Lenders intentionally and with such Event of Default arising therefrom. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such Revolving Loansexcess, Swingline LoansAgent 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 Letters 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 Credit would cause the aggregate amount of the Revolving Exposure arrangements that shall be implemented with Borrowers intended to exceed the Borrowing Basereduce, without the prior consent of all Lenders, except, thatwithin a reasonable time, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances Advances to Borrower which Borrowers to an amount permitted by the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that preceding paragraph. In the Revolving Exposure equals or exceeds event any Lender disagrees over the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount terms of reduction and/or repayment of any Special Agent Advances and Overadvance, the terms of reduction and/or repayment thereof shall not cause be implemented according to the Revolving Exposure to exceed the Revolving Commitments of all determination of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Required Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative settle with Agent as provided in Section 2.1(i) for the amount of its such Lender's Pro Rata Percentage Share of any unintentional Overadvances by Agent reported to such Overadvance providedLender, that the Administrative Agent is acting in accordance with the terms of any intentional Overadvances made as permitted under this Section 10.10. All 2.1(l), and any Overadvances shall be secured by Collateralresulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. (i) The Administrative Borrowers may request of the Agent shall not in writing from time to time that the Lenders make (and shall prohibit loans to the Issuing Bank and Swingline LenderBorrowers at a time, as applicableor the Agent may permit loans, from making) any Revolving Loans or provide any when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit to Borrower on behalf outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount 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 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, without and, such notice shall be provided to the Agent at least five (5) Business Days prior consent of all Lendersto the Borrower's intended borrowing creating such overadvance. The Agent, except, that, the Administrative Agent (after consultation with as agent for 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 the Lenders, intentionally shall consider any such request and with actual knowledge that may determine to make such Loans loan 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 may deem necessary or advisable loans in its discretion sole and unrestricted discretion, subject to clause (each an “Overadvance” and collectively the “Overadvances”), provided, that: (iii) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to this Section 2.7. Any such overadvances shall be made or provided) after obtaining such actual knowledge that for the 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 debit account of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all each of the Lenders or and the Pro Rata Percentage of Lenders shall reimburse the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without Agent for the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage making of any such Overadvance provided, that the Administrative Agent is acting loan as though such loan were a Loan duly made in accordance with the terms of this Section 10.10Agreement (any such loan or loans being herein referred to individually as an "Overadvance" and collectively as "Overadvances"). The Agent shall enter such Overadvances, along with all interest, expenses and charges relating thereto, as debits in the Loan Account. All Overadvances shall bear 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, 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 Overadvances shall be secured payable, jointly and severally, by Collateral.the Borrowers to the Agent for the account of the 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 accrue from and after such date on the unpaid balance of principal of any

Overadvances. The Insofar as the Borrower may request and the Administrative Agent shall not may be willing in its sole and absolute discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (and shall prohibit even if a Default or Event of Default has occurred or is continuing or the Issuing Bank and Swingline Lender, 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 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, thatan “Overadvance”), the Administrative Agent (after consultation shall make such Overadvances available to the Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and consent of the Collateral Agent) may make (or cause to be made) such additional Security Documents and shall bear interest as provided in this Agreement for the Revolving Loans or Swingline Loans or provide 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 additional Letters of Credit on behalf of 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 the Lenders ratably in accordance with their Revolving Facility Percentages. The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Lenders, intentionally and shall Overadvances, together with actual knowledge that such Loans or Letters the Protective Advances then outstanding, in the aggregate exceed 5.0% of Credit will cause (a) the total outstanding Revolving Exposure to exceed the then applicable Borrowing Base, or (bx) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the shall any 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not make any additional Overadvance Overadvances unless sixty (60) 10 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) unless otherwise consented to by each affected Lender, shall the Administrative Agent shall be entitled to recover such funds, make Revolving Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay exceed such Lender’s Revolving Commitment or the Administrative Agent the aggregate principal amount of its Pro Rata Percentage of any such Overadvance provided, that Revolving Loans exceed the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralaggregate Revolving Commitments.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Swing Line Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower NewPageCo on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline 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 (other than Sponsor Affiliated 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 Swing Line Loans or provide such additional Letters of Credit on behalf of LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of the Overadvances to Borrower NewPageCo which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 15,000,000 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders (other than Sponsor Affiliated Lenders), (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c)2.10. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage Share of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.1010.9. All Overadvances shall be secured by Collateral.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit bear interest as provided in this Agreement for the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Facility Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to Borrower on behalf of the terms hereof shall be made by the Revolving Facility Lenders intentionally and ratably in accordance with actual knowledge that such their Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Exposure Facility Lenders may at any time revoke the Administrative Agent’s authorization to exceed 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 Borrowing BaseAdministrative Agent’s receipt thereof). The foregoing notwithstanding, without in no event (w) unless otherwise consented to by the prior consent of all Required Revolving Facility Lenders, except, that, the Administrative Agent (after consultation with and consent shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 7.5 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) unless otherwise consented to by each affected Lender, 66 QDI – A&R Credit Agreement (2014) shall the Administrative Agent shall be entitled to recover such funds, make Revolving Facility Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Facility Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay the Administrative Agent the amount of its Pro Rata Percentage of any exceed such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender’s Revolving Facility Commitment.

Overadvances. The Administrative Agent shall not not, without the prior consent of Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Bank Banks and Swingline LenderLenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without Base or (ii) be made when one or more of the prior consent other conditions precedent to the making of all Lenders, Loans hereunder cannot be satisfied 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 LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) be made without the total outstanding Revolving Exposure to exceed satisfaction of the Borrowing Baseforegoing conditions precedent, or (b) Excess Availability to be less than $15.0 million, in each case as if the Administrative Agent may deem deems it necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)to do so, provided, that: (ia) the total principal amount of the Overadvances to Borrower the Borrowers which the Administrative Agent may make or provide (or cause to be made or provided) 108 after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base conditions precedent have not been satisfied, shall not exceed the an amount equal to $20.0 million 5,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders, (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the 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 its Pro Rata Percentage of any such Overadvance Overadvance; provided, that the such Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Administrative Any provision of this Agreement to the contrary notwithstanding, at the request of Revolving Borrowers, the Agent may in its sole discretion (but shall not have absolutely no obligation to), make Advances to the Revolving Borrowers, on behalf of the Lenders, in amounts that exceed Availability (and any such excess Advances are herein referred to collectively as "Overadvances"); provided that, (i) no such event or occurrence shall prohibit the Issuing Bank and Swingline Lendercause or constitute a waiver of Agent's or Lenders' right to refuse to make any further Overadvances, as 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 Non-Ratable Loans, or Letters 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 Overadvance to remain outstanding, but solely with respect to the amount of Credit would cause 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 satisfied (other than the condition regarding Availability). All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Termination Date. In addition, all Overadvances are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount of not to exceed $4,000,000 at any time and no Overadvance shall cause any Lender's Revolving Credit Exposure to exceed its Commitment or the Revolving Aggregate Credit Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, Aggregate Commitment; provided that, the Administrative Agent (after consultation with and consent of the Collateral Agent) Required Lenders 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less revoke the then outstanding amount of any Special Agent Advances Agent's authorization to make Overadvances. Any such revocation must be in writing and shall not cause become effective prospectively upon the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralAgent's receipt thereof.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, the Administrative Agent (after consultation with and 140 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 $15.0 million, in each case as the Administrative Agent and the Collateral Agent may deem necessary or advisable in its their collective discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

Overadvances. The Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent shall not make (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 prohibit bear interest as provided in this Agreement for the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Facility Loans or provide any Letters of Credit generally. Any Overadvance made pursuant to Borrower on behalf of the terms hereof shall be made by the Revolving Facility Lenders intentionally and ratably in accordance with actual knowledge that such their Revolving Loans, Swingline Loans, or Letters of Credit would cause Facility Percentages. Overadvances in the aggregate amount of $7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the Revolving Exposure sole and absolute discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to exceed 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 Borrowing BaseAdministrative Agent’s receipt thereof). The foregoing notwithstanding, without in no event (w) unless otherwise consented to by the prior consent of all Required Lenders, except, that, the Administrative Agent (after consultation with and consent shall Overadvances in an aggregate amount 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 more than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to 7.5 million be made or provided) after obtaining such actual knowledge that the 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitmenttime, (iix) without the consent of all Lenders, (A) no Overadvance shall any Overadvances be outstanding for more than sixty 45 consecutive days, (60y) days and (B) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent shall not or the Lenders make any additional Overadvance Overadvances unless sixty (60) 30 days or more have elapsed expired since the last date on which any Overadvance was Overadvances were outstanding and or (iiiz) unless otherwise consented to by each affected Lender, shall the Administrative Agent shall be entitled to recover such funds, make Revolving Facility Loans on demand from Borrower together with interest thereon for each day from behalf of the date such payment was due until the date such amount is paid applicable Lenders under this Section 2.01(b) to the Administrative Agent at extent such Revolving Facility Loans would cause a Lender’s share of the interest rate provided for in Section 2.06(c). Each Lender shall be obligated Revolving Facility Credit Exposure to pay the Administrative Agent the amount of its Pro Rata Percentage of any exceed such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by CollateralLender’s Revolving Facility Commitment.

Overadvances. The Administrative Agent shall not make Insofar as (i) Borrower Representative, on its own behalf and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally all other Borrowers, may request 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 and consent of the Collateral Agentas provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (or cause to be madeii) such additional Administrative Agent, in its sole discretion, makes Revolving Credit Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or Letters of Credit will cause desirable (a) to protect all or any portion of the total outstanding Revolving Exposure Collateral, (b) to exceed enhance the Borrowing Baselikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (bc) Excess Availability to be less than $15.0 millionpay 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 case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount 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 the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account; provided, that: (i) that the total principal aggregate amount of 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 Revolving Exposure equals or exceeds the Borrowing Base outstanding at any time shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount lesser of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all (x) 10% of the Lenders Borrowing Base or the Pro Rata Percentage (y) 10% of the Revolving Exposure of a Lender Credit Commitments. 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 exceed such Lender’s the terms hereof shall be made by all Revolving CommitmentCredit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (iii) without the consent of all unless otherwise consented to by Majority Lenders, (A) no Overadvance Overadvances shall not be outstanding for more than sixty (60) days consecutive days, and (Bii) after unless otherwise consented to by all Overadvances have been repaidLenders, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All no Overadvances shall be secured by Collateralpermitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as 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, 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide may cause Collateral Agent 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, (or cause to be made or provided1) after obtaining such actual knowledge that either (A) the outstanding Revolving Exposure equals or exceeds Facility Usage would not exceed the Borrowing Base shall 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 equal proposed by Administrative Agent and agreed to $20.0 million by Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Administrative Agent and agreed to by Required Lenders) for the elimination of the outstanding at 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 time less the then outstanding amount of other Company in any Special way. The Agent Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(k) shall not cause be subject to the Revolving Exposure 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 Section 2.6(c)(i) without regard to exceed the Revolving Commitments of all of the Lenders presence or the Pro Rata Percentage of the Revolving Exposure absence of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent Default or Event of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance Default; provided, that the Required Lenders may, at any time, revoke Administrative Agent is acting Agent's authorization contained in accordance with the terms of this Section 10.10. All 2.1(k) to make Overadvances (except for and 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 be secured by Collateralnot constitute a waiver of such Event of Default arising therefrom.

Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Swing Line Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower NewPageCo on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline 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 (other than Sponsor Affiliated 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 Swing Line Loans or provide such additional Letters of Credit on behalf of LendersLenders (each an “Overadvance” and collectively, the “Overadvances”), 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 may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”)discretion, provided, that: (ia) the total principal amount of the Overadvances to Borrower NewPageCo which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million 20,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (iib) without the consent of all Lenders (other than Sponsor Affiliated Lenders), (Ai) no Overadvance shall be outstanding for more than sixty (60) days and (Bii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iiic) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c)2.10. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage Share of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.1010.9. All Overadvances shall be secured by Collateral.

Overadvances. (a) The Administrative Agent may 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 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 five percent (5%) of the Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans would not exceed the 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 Agent and the Lenders and are not intended to, and shall not make (be construed to, create any obligations of the Agent or any Lender to the Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and shall prohibit the Issuing Bank and Swingline LenderAgent Advances, as applicable, from making) that are made pursuant to this Agreement shall be subject to the same terms and conditions as any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge other Advance except that such Revolving Loans, Swingline Loans, or Letters of Credit would cause advances shall bear interest at 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 $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), then Effective Interest Rate; provided, that: (i) the total principal amount of 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 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 shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on 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 the 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 its Pro Rata Percentage of any such Overadvance providedhowever, that the Administrative Agent is acting making of any Overadvance shall not constitute a waiver of any Default or Event of Default then in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateralexistence or arising therefrom.