Common use of Overadvances Clause in Contracts

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Facility Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent or Required Lenders shall enter make such Overadvances as debits in the Loan Accountavailable. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Revolving Credit Facility Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. Overadvances not exceeding 5.0% of the then applicable Borrowing Base in the aggregate 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, (iw) unless otherwise consented to by Majority the Required Lenders, shall Overadvances in an aggregate amount of more than 5.0% of the then applicable Borrowing Base be outstanding at any time, (x) shall not any Overadvances be outstanding for more than sixty (60) 45 consecutive days, and (iiy) unless otherwise consented to by all the Required Lenders, no after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or the Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent that such Overadvances Revolving Facility Loans would cause (i) the Aggregate total Revolving Extensions Facility Credit Exposure to exceed the total Revolving Facility Commitments minus any Line Reserves or (ii) a Lender’s share of the Revolving Facility Credit Maximum AmountExposure to exceed such Lender’s Revolving Facility Commitment.

Overadvances. Insofar as (ia) [Reserved.] (b) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on the Administrative Agent may in its own behalf and sole discretion (but with absolutely no obligation), on behalf of all other the Revolving Lenders, (x) make Revolving Loans to the Borrowers, may request and Administrative Agent in amounts that exceed Availability (as provided below) may be willing in its sole and absolute discretion to make any such excess Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”); or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided that, Administrative Agent no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount, together with the aggregate principal amount of Protective Advances outstanding at such time, not to exceed at any time 10% of the Line Cap, and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time, via written notice of the same, revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be repaid on demandin writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (c) Upon the making of an Overadvance (whether before or after the occurrence of a Default and regardless of whether a settlement has been requested with respect to such Overadvance), each Revolving Lender shall be secured deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Applicable Percentage of the Revolving Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Collateral and shall bear interest as provided Administrative Agent 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) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that respect of such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountOveradvance.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower Parties by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $5.0 million but less than $10.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Revolving Lenders, no (x) shall any Overadvances be outstanding for more than 90 consecutive days, (y) after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such ▇▇▇▇▇▇’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, the Administrative Agent (as provided belowafter consultation with and consent of the Collateral Agent) may make (or cause to be willing in its sole and absolute discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems intentionally and with actual knowledge that such Revolving Loans or Letters of Credit Loans are necessary or desirable will cause (a) the total outstanding Revolving Exposure to protect all exceed the Borrowing Base, or any portion of the Collateral, (b) Excess Availability to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8be less than $15.0 million, in each case, at a time when case as the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, Administrative Agent may deem necessary or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base advisable in its discretion (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as collectively the “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demandprovided, 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, that: (i) unless otherwise consented the total principal amount of the Overadvances to by Majority 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, Overadvances (A) no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (iiB) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless otherwise consented 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 by all Lendersrecover such funds, no 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 permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

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

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower Parties by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $5.0 million but less than $10.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Revolving Lenders, no (x) shall any Overadvances be outstanding for more than 90 consecutive days, (y) after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, the Borrowers may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make (x) any Revolving Credit Facility Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower at a time when (A) the unpaid balance of Total Revolving Credit Loans plus the LC Amount Facility Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Global Borrowing Base or (B) the Total Revolving Facility Exposure less the German Revolving Facility Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Specified Sublimit or (y) any Revolving Facility Loans to the U.S. Borrower at a time when the U.S. Revolving Facility Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the U.S. Sublimit (any such Loan or Loans made under clauses (x) or (y) above being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent or Required Lenders shall enter make, or require the Lenders to make, such Overadvances as debits in available to the Loan Accountapplicable Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit the Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. The foregoing notwithstanding, in no event (i) unless otherwise consented to by Majority the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 5.0% of the then applicable Global Borrowing Base, (ii) shall any Overadvances shall not be outstanding for more than sixty (60) 45 consecutive days, and (iiiii) unless otherwise consented to by all the Required Lenders, no after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or the Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any 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 would cause to be outstanding and (B) all Lenders shall be bound to make, or permit to remain outstanding, such Overadvances based upon their applicable Revolving Facility Percentages in accordance with the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountterms of this Agreement.

Overadvances. Insofar as (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on its own behalf and Representative on behalf of all other Borrowersthe Borrower, the Agent may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but shall have absolutely no obligation to), make Advances to make Revolving Credit Loans to Borrowers or the Borrower Representative (ii) Administrative Agentfor the account of the Borrower), in its sole discretion, makes Revolving Credit Loans on behalf of the Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Administrative (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Revolving Credit Lenders ratably settlement provisions set forth in accordance with their respective Pro Rata PercentagesSection 2.20. The foregoing notwithstandingauthority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be no Overadvance may remain outstanding for more than sixty (60) consecutive days, thirty days and (ii) unless otherwise consented no Overadvance shall cause any Lender’s Revolving Credit Exposure to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause exceed its Revolving Commitment or the Aggregate Revolving Extensions Credit Exposure to exceed the Aggregate Revolving Credit Maximum AmountCommitment; 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. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter make such Overadvances as debits in available to the Loan AccountBorrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Loans generally. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided, that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All Overadvances shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit the Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. The foregoing notwithstanding, in no event (iw) unless otherwise consented to by Majority the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 10.0% of the then applicable Borrowing Base, (x) shall any Overadvances shall not be outstanding for more than sixty (60) 45 consecutive days, and (iiy) unless otherwise consented to by all the Required Lenders, no after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent make any additional Overadvances unless 10 days or more have expired since the last date on which any Overadvances were outstanding or (z) unless otherwise consented to by each affected Lender, shall the Administrative Agent make Revolving Loans on behalf of the applicable Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Commitment or the aggregate principal amount of Revolving Credit Maximum AmountLoans exceed the aggregate Revolving Commitments.

Overadvances. Insofar as (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on its own behalf and Representative on behalf of all other Borrowersthe Borrower, the Agent may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but shall have absolutely no obligation to), make Advances to make Revolving Credit Loans to Borrowers or the Borrower Representative (ii) Administrative Agentfor the account of the Borrower), in its sole discretion, makes Revolving Credit Loans on behalf of the Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Administrative (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Revolving Credit Lenders ratably settlement provisions set forth in accordance with their respective Pro Rata PercentagesSection 2.19. The foregoing notwithstandingauthority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be no Overadvance may remain outstanding for more than sixty (60) consecutive days, thirty days and (ii) unless otherwise consented no Overadvance shall cause any Lender’s Credit Exposure to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause exceed its Commitment or the Aggregate Revolving Extensions Credit Exposure to exceed the Revolving Credit Maximum AmountAggregate 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. Insofar (a) Lenders shall not be required to make any Loan at any time in a principal amount that would, when aggregated with the amount of the Obligations then outstanding, exceed the Borrowing Capacity. If the Obligations of Borrower to Lenders incurred hereunder exceed the Borrowing Capacity for any reason (the amount of such excess to be referred to as an “Overadvance”), then (i) Borrower Representativesuch Overadvance will constitute a Loan for purposes of this Agreement, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf payment of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of Overadvance will be secured by the Collateral, (iii) subject to paragraph (b) below, Borrower shall immediately repay the amount of such Overadvance without notice or demand by Administrative Agent or any Lender, and (iv) each Lender may in such Lender’s sole discretion refrain from making any additional Loans until the Overadvance has been repaid to enhance Lenders in full. (b) Any contrary provision of this Agreement notwithstanding, the likelihoodLenders hereby authorize Administrative Agent, and Administrative Agent may, but is not obligated to, knowingly and intentionally, continue to make Loans to the Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Loans, the outstanding Obligations do not exceed the Borrowing Capacity by more than 10% of the Commitments, and (B) after giving effect to such Loans, the outstanding Obligations (except for and excluding amounts charged to the Loan Account for interest, fees, or maximize expenses) do not exceed the Commitments. In the event Administrative Agent obtains actual knowledge that the outstanding amount of Loans exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, repayment of the Loans and the other Obligationsor reason for, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “Overadvances”)excess, Administrative Agent shall enter notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or expenses) unless Administrative Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Administrative Agent may make such Overadvances and provide notice as debits in promptly as practical thereafter), and the Loan Account. All Overadvances Lenders thereupon shall, together with Administrative Agent, jointly determine the terms of arrangements that shall be repaid on demandimplemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Loans to the Borrower to an amount permitted by the preceding sentence. In such circumstances, if any Lender objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be secured by implemented according to the Collateral determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and Administrative Agent and are not meant for the benefit of the Borrower. Each Lender shall bear interest be obligated to settle with Administrative Agent as provided in Section 2.05(c) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Administrative Agent reported to such Lender, any intentional Overadvances made as permitted under this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant Section 2.02(b), and any Overadvances resulting from the charging to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingLoan Account of interest, (i) unless otherwise consented to by Majority Lendersfees, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountor expenses.

Overadvances. Insofar as (i) Borrower RepresentativeNotwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this subsection (e), on at the request of the Administrative Borrower, the Administrative Agent may in its own behalf and sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Lenders, in its sole discretion, makes amounts that exceed Availability (any such excess Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”); provided that (i) the aggregate amount of Overadvances outstanding at any time, together with the aggregate amount of Agent Advances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Overadvances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Overadvance on the earlier of demand by the Administrative Agent shall enter and 30 days after such Overadvances as debits were funded. Overadvances may be made even if the conditions precedent set forth in the Loan AccountSection 4.2 have not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute Obligations hereunder. All Overadvances shall be Base Rate Advances. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any Overadvance made pursuant to such revocation must be in writing and shall become effective prospectively upon the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and Administrative Agent’s receipt thereof. (ii) unless otherwise consented to by all LendersUpon the making of an Overadvance (whether before or after the occurrence of a Default), no Overadvances each Lender shall be permitted deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the extent that Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvances would cause Overadvance in proportion to its Revolving Commitment Ratio. The Administrative Agent may, at any time (and shall, on at least a weekly basis when any Overadvance is outstanding), require the Aggregate Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Extensions to exceed Commitment Ratio of all payments of principal and interest and all proceeds of Collateral received by the Revolving Credit Maximum AmountAdministrative Agent in respect of such Overadvance.

Overadvances. Insofar as (i) a Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, 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 been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, (i) in no event, unless otherwise consented to by Majority all Lenders, (w) shall any Overadvances be outstanding for more than thirty (30) consecutive days, (x) after all outstanding Overadvances have been repaid, shall not 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) consecutive days, and days within any one hundred eighty day (ii180) unless otherwise consented to by all Lenders, no Overadvances period or (z) shall be permitted Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum AmountLoans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the sum of the Dollar Equivalent of the LC Amount and the LC Obligations.

Overadvances. Insofar The Funding Agent shall not, without the prior consent of the Required Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) Borrower Representativecause the Total Revolving Exposure to exceed the lesser of (a) the Total Borrowing Base, on its own behalf and (b) the total Revolving Commitments, (ii) cause the Total Adjusted Revolving Exposure to exceed the Total Adjusted Borrowing Base, (iii) cause Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment at such time, (iv) cause Total Canadian Revolving Exposure to exceed the Total Canadian Commitment at such time, or (v) be made when one or more of the other conditions precedent to the making of 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 all other Borrowers, may request and Administrative Agent Lenders (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), Administrative intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Funding Agent shall enter deems it necessary or advisable in its discretion to do so, provided, that: (a) the total principal amount outstanding at any time of the Overadvances to the Borrowers which Funding Agent may make or provide (or cause to be made or provided) after obtaining such Overadvances as debits in actual knowledge that the Loan Account. All Overadvances shall be repaid on demandconditions precedent have not been satisfied, shall be secured by not exceed the Collateral amount equal to 5% of the U.S. Borrowing Base and shall bear interest as provided in this Agreement for not, without the consent of all Lenders, cause (i) total Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders, or the Revolving Credit Lenders ratably in accordance with their respective 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 Percentages. The foregoing notwithstandingPercentage 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, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Funding Agent shall not make any additional Overadvance unless otherwise consented to by all Lenders, no Overadvances sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Funding Agent shall be permitted entitled to recover such funds, on demand from the extent applicable Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to Funding Agent at the interest rate provided for in Section 2.06(h). Each Lender of the applicable Class shall be obligated to pay Funding Agent the amount of its Pro Rata Percentage of any such Overadvance, provided, that such Overadvances would cause Funding Agent is acting in accordance with the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountterms of this Section 10.10.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted outstanding for more than 90 consecutive days; (b) the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (c) the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(2) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (i) a Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, 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 been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Loan Percentages. The foregoing notwithstandingOveradvances in the aggregate amount of $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (i) 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 otherwise consented to 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 shall not in an aggregate amount of $7,500,000 or more and Overadvances to be outstanding for more than sixty (60) consecutive days, made after the occurrence and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to during the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.continuation of a

Overadvances. Insofar as (a) None of the Administrative Agent, the Collateral Agent and the Lenders shall have any obligation to make any Revolving Credit Loan (including, without limitation, any Swingline Loan) or to provide any Letter of Credit if an Overadvance would result. (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the Borrowers without the consent of the Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit Loan and an Obligation. Each Lender shall participate in each Permitted Overadvance (including each Permitted Overadvance made under SECTION 2.06(a) through the settlement thereof pursuant to SECTION 2.22). The obligation of each Lender to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, any Issuing Bank, the Swingline Lender, the Borrower Representativeor any other Person for any reason whatsoever, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf the occurrence or continuance of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable occurrence, event or condition (including the failure to Borrowers pursuant satisfy any condition set forth in SECTION 4.02). The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to this Agreementmake or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), c) The making by the Administrative Agent of a Permitted Overadvance shall enter such Overadvances as debits in not modify or abrogate any of the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, provisions of (i) unless otherwise consented SECTION 2.13(g) regarding the Lenders’ obligations to by Majority Lenderspurchase participations with respect to Letter of Credit Disbursements, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and or (ii) unless otherwise consented SECTION 2.06 and SECTION 2.22 regarding the Lenders’ obligations with respect to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountparticipations in Swingline Loans and settlements thereof.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, the Borrowers may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to the Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrowers by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. Overadvances, together with outstanding Protective Advances, in an aggregate amount not to exceed 10.0% of the Borrowing Base may be made in the sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted outstanding for more than 90 consecutive days; (b) the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (c) the Administrative Agent make Revolving Loans on behalf of Revolving Lenders under this Section 2.01(2) to the extent that such Overadvances Revolving Loans would cause a Revolving Lender’s share of the Aggregate applicable Revolving Extensions Facility Credit Exposure to exceed such Lender’s applicable Revolving Facility Commitment or cause the aggregate applicable Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Borrowers may request and Administrative Agent Agent, Majority Lenders or all Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus Reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Loan Percentages. The foregoing notwithstandingOveradvances 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 (i$500,000) but less than One Million Dollars ($1,000,000) may, unless otherwise consented to by 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 shall not in an aggregate amount of One Million Dollars ($1,000,000) or more and Overadvances to be outstanding for more than sixty (60) consecutive days, made after the occurrence and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to during the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.continuation of a Default or an Event of Default shall

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Domestic Borrower, the Agent may in its sole discretion (i) Borrower Representativebut shall have absolutely no obligation to), on its own behalf and make Advances to the Domestic Borrower, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Domestic Lenders, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Domestic Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as ; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingthat, (i) unless otherwise consented no such event or occurrence shall cause or constitute a waiver of the Agent’s or the Lenders’ right to by Majority Lendersrefuse to make any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the 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 shall not be outstanding for more than sixty 60 days (60which days need not be consecutive) consecutive daysin any 120 day period. In addition, and 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 (ii) unless otherwise consented to by all Lenders, no other than the condition precedent set forth in Section 4.2(d)). All Overadvances shall constitute Domestic Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be permitted payable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the extent that such settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances would 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 Aggregate Revolving Extensions Domestic Exposure to exceed the Revolving Credit Maximum AmountDomestic 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. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Administrative Agent (as provided below) 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 or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount 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 collectively, as “"Overadvances”"), Administrative . 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 Loan Percentages. Overadvances in the aggregate amount of $17,500,000 or less may be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of $17,500,000 or more shall require the consent of Majority Lenders. All Overadvances shall be repaid on demand, shall be secured by the Collateral demand 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) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (x) shall any Overadvances be outstanding for more than 60 consecutive days, (y) after all outstanding Overadvances have been repaid, shall be permitted Agent or Lenders make any additional Overadvances unless 5 days or more have expired since the last date on which any Overadvances were outstanding, or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a ▇▇▇▇▇▇'s share of the Revolving Credit Maximum AmountLoans to exceed such ▇▇▇▇▇▇'s Revolving Loan Commitment minus such ▇▇▇▇▇▇'s Revolving Loan Percentage of the LC Exposure, unless such Lender consents thereto.

Overadvances. Insofar as (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on its own behalf and Representative on behalf of all other Borrowersthe Borrower, the Agent may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but shall have absolutely no obligation to), make Advances to make Revolving Credit Loans to Borrowers or the Borrower Representative (ii) Administrative Agentfor the account of the Borrower), in its sole discretion, makes Revolving Credit Loans on behalf of the Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Administrative (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Swingline Loans, Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Revolving Credit Lenders ratably settlement provisions set forth in accordance with their respective Pro Rata PercentagesSection 2.19. The foregoing notwithstandingauthority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be no Overadvance may remain outstanding for more than sixty (60) consecutive days, thirty days and (ii) unless otherwise consented no Overadvance shall cause any Lender’s Revolving Credit Exposure to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause exceed its Revolving Commitment or the Aggregate Revolving Extensions Credit Exposure to exceed the Aggregate Revolving Credit Maximum AmountCommitment; 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. Insofar as If at any time the outstanding Revolving Loans cause the Total Utilization of Revolving Commitments to exceed the Borrowing Base then in effect (an “Overadvance”), the excess amount shall, subject to this Section 2.10, be immediately due and payable by the Borrower on demand by the Administrative Agent. The Administrative Agent in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) Borrower Representativewhen an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, on its own behalf and on behalf of all other Borrowersno additional Overadvance shall exist until thirty (30) days after such repayment, may request and Administrative Agent (as provided belowB) may be willing in its sole and absolute discretion the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion 10% of the Collateral, (b) to enhance Borrowing Base in effect at the likelihood, or maximize the amount of, repayment time of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit. In no event shall Overadvances be required that would cause the Total Utilization of Revolving Commitments to exceed the Maximum Credit. The Administrative Agent’s authorization to require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any such Revolving Credit Loan, time by the Borrowing Base (such Loan or Loans being herein referred Required Lenders by written notice to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the Loan AccountAgent. All Overadvances shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest be entitled to all benefits of the Loan Documents. No Overadvance shall result in an Event of Default due to a Borrower’s failure to comply with Section 2.01 for so long as provided in this Agreement for Revolving Credit Loans generally. Any such Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably remains outstanding in accordance with their respective Pro Rata Percentagesthe terms of this paragraph, but solely with respect to the amount of such Overadvance. The foregoing notwithstandingAdministrative Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan; provided, (i) unless otherwise consented that the Administrative Agent shall have no liability for any failure to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that provide any such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountnotice.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.Lenders will:

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but with absolutely no obligation) to (i) make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Borrower, in its sole discretion, makes Revolving Credit Loans on behalf of the Revolving Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” ”) or (ii) deem the amount of Revolving Loans outstanding that are in excess of the Borrowing Base to be Overadvances, and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for ABR Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Revolving Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will require the consent of all Revolving Lenders. No Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this Section 2.01(2), but solely with respect to the amount of such Overadvance. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted outstanding for more than 90 consecutive days; (b) the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (c) will the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(2) to the extent that such Overadvances Revolving Loans would cause a ▇▇▇▇▇▇’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such ▇▇▇▇▇▇’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as 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 (iincluding Swing Loans) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing to Borrowers in its sole discretion in accordance with Section 2.3(d)(i)(2)(C). The Advances and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative AgentSwing Loans, in its sole discretionas applicable, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers made pursuant to this AgreementSection 2.3(h) shall be subject to the same terms and conditions as any other Agent Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or absence of a Default or Event of Default. In the event Agent obtains actual knowledge that the aggregate amount of Advances (including without limitation costsany Swing Loans or Agent Advances) and undrawn or unreimbursed Letters of Credit outstanding as of any date of determination exceeds the amount permitted by the preceding paragraph, fees regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and expenses as described in Sections 3.7 prior to making any (or any further) intentional Overadvances (except for and 3.8excluding amounts charged to the applicable Loan Account for interest, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceedsfees, or Lender Group Expenses) unless Agent determines that prior notice would exceed result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the making terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any such Revolving Credit LoanOveradvance, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances terms of reduction and/or repayment thereof shall be repaid on demand, implemented according to the determination of the Required Lenders. Each Lender shall be secured by the Collateral and shall bear interest obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant Section 2.3(h), and any Overadvances resulting from the charging to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingapplicable Loan Account of interest, (i) unless otherwise consented to by Majority Lendersfees, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountor Lender Group Expenses.

Overadvances. Insofar as If at any time the outstanding Revolving Loans cause the Total Utilization of Revolving Commitments to exceed the Borrowing Base then in effect (an “Overadvance”), the excess amount shall, subject to this Section 2.10, be immediately due and payable by the Borrower on demand by the Administrative Agent. The Administrative Agent in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) Borrower Representativewhen an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, on its own behalf and on behalf of all other Borrowersno additional Overadvance shall exist until thirty (30) days after such repayment, may request and Administrative Agent (as provided belowB) may be willing in its sole and absolute discretion the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion 10% of the Collateral, (b) to enhance Borrowing Base in effect at the likelihood, or maximize the amount of, repayment time of the Loans making of such Overadvance and (C) the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8Total Utilization of Revolving Commitments would not exceed the Maximum Credit, in each case, at a time when case subject to the unpaid balance limitation in Section 2.01(2)(v). In no event shall Overadvances be required that would cause the Total Utilization of Revolving Credit Loans plus Commitments to exceed the LC Amount exceedsMaximum Credit, or would exceed with subject to the making of limitation in Section 2.01(2)(v). The Administrative Agent’s authorization to require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any such Revolving Credit Loan, time by the Borrowing Base (such Loan or Loans being herein referred Required Lenders by written notice to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the Loan AccountAgent. All Overadvances shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest be entitled to all benefits of the Loan Documents. No Overadvance shall result in an Event of Default due to a Borrower’s failure to comply with Section 2.01 for so long as provided in this Agreement for Revolving Credit Loans generally. Any such Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably remains outstanding in accordance with their respective Pro Rata Percentagesthe terms of this paragraph, but solely with respect to the amount of such Overadvance. The foregoing notwithstandingAdministrative Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan; provided, (i) unless otherwise consented that the Administrative Agent shall have no liability for any failure to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that provide any such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountnotice.

Overadvances. Insofar as (ia) Borrower RepresentativeNotwithstanding anything to the contrary contained in this Agreement, on its own behalf and on behalf if the Borrowers shall request that Credit Parties make, or permit to remain outstanding, any Loans or Letters of all other BorrowersCredit which shall cause an Overadvance, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentmay, in its sole discretion, makes elect to make, or permit to remain outstanding such Overadvance to the extent such Overadvance constitutes a Permitted Overadvance. If a Permitted Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Lenders shall be bound to make, or permit to remain outstanding, such Permitted Overadvance based upon their Commitment Percentage in accordance with the terms of this Agreement, regardless of whether the conditions to lending set forth in Section 4.02 have been met. A Permitted Overadvance may be made as a Revolving Credit Loans on behalf Loan or as an issuance of Lendersa Letter of Credit and each Lender and the Issuing Bank, if Administrative Agentas applicable, in its reasonable credit judgment, deems that agrees to make any such requested Revolving Credit Loans are necessary Loan or desirable Letter of Credit available to the Borrowers. The obligation of each Lender and the Issuing Bank, as applicable, to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (ai) to protect all any setoff, counterclaim, recoupment, defense or other right which such Person may have against any other Credit Party, the Borrowers or any portion of the Collateralother Person for any reason whatsoever, (bii) to enhance the likelihood, occurrence or maximize the amount of, repayment continuance of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable to Borrowers pursuant to this Agreementoccurrence, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, event or would exceed with the condition. The making of any such Revolving Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion. No funding of a Permitted Overadvance or sufferance of an Overadvance shall constitute a waiver by Administrative Agent or the Lenders of any Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.05 nor authorized to enforce any of its terms. The Required Lenders may, upon not less than five (5) Business Days prior written notice, revoke the authority of the Administrative Agent to make further Permitted Overadvances. (b) No Permitted Overadvance shall modify or abrogate any of the provisions of Section 2.11(d) or Section 2.11(g) regarding the Lenders’ obligations to reimburse any Letter of Credit LoanDisbursement and to purchase participations with respect to Letter of Credit Disbursements, respectively. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against the Administrative Agent for any “inadvertent Overadvances” resulting from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the value of Collateral included in the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”Base)), Administrative Agent and such “inadvertent Overadvances” shall enter such not reduce the amount of Permitted Overadvances as debits in the Loan Account. allowed hereunder. (c) All Permitted Overadvances shall be repaid payable by the Borrowers on demand, demand by Administrative Agent or the Required Lenders. All other Overadvances (other than Permitted Overadvances) shall be payable in accordance with the requirements of Section 2.15(a). All Permitted Overadvances and other Overadvances shall constitute Obligations secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant entitled to all benefits of the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountLoan Documents.

Overadvances. Insofar as (ia) Borrower RepresentativeNotwithstanding anything to the contrary contained in this Agreement, on its own behalf and on behalf if the Borrowers shall request that Credit Parties make, or permit to remain outstanding, any Loans or Letters of all other BorrowersCredit which shall cause an Overadvance, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentmay, in its sole discretion, makes elect to make, or permit to remain outstanding such Overadvance to the extent such Overadvance constitutes a Permitted Overadvance. If a Permitted Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Lenders shall be bound to make, or permit to remain outstanding, such Permitted Overadvance based upon their Commitment Percentage in accordance with the terms of this Agreement, regardless of whether the conditions to lending set forth in SECTION 4.02 have been met. A Permitted Overadvance may be made as a Revolving Credit Loans on behalf Loan, a Swingline Loan or as an issuance of Lendersa Letter of Credit and each Lender (including the Swingline Lender) and the Issuing Bank, if Administrative Agentas applicable, in its reasonable credit judgment, deems that agrees to make any such requested Revolving Credit Loans are necessary Loan, Swingline Loan or desirable Letter of Credit available to the Borrowers. The obligation of each Lender (aincluding the Swingline Lender) and the Issuing Bank, as applicable, to protect all participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Person may have against any other Credit Party, the Borrowers or any portion of the Collateralother Person for any reason whatsoever, (bii) to enhance the likelihood, occurrence or maximize the amount of, repayment continuance of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable to Borrowers pursuant to this Agreementoccurrence, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, event or would exceed with the condition. The making of any such Revolving Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion. No funding of a Permitted Overadvance or sufferance of an Overadvance shall constitute a waiver by Administrative Agent or the Lenders of any Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this SECTION 2.05 nor authorized to enforce any of its terms. The Required Lenders may, upon not less than five (5) Business Days prior written notice, revoke the authority of the Administrative Agent to make further Permitted Overadvances. (b) No Permitted Overadvance shall modify or abrogate any of the provisions of (i) SECTION 2.11(d) or SECTION 2.11(g) regarding the Lenders’ obligations to reimburse any Letter of Credit LoanDisbursement and to purchase participations with respect to Letter of Credit Disbursements, respectively, or (ii) SECTION 2.06 and SECTION 2.20 regarding the Lenders’ obligations with respect to participations in Swingline Loans and settlements thereof. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against the Administrative Agent for any “inadvertent Overadvances” resulting from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the value of Collateral included in the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”Base)), Administrative Agent and such “inadvertent Overadvances” shall enter such not reduce the amount of Permitted Overadvances as debits in the Loan Account. allowed hereunder. (c) All Permitted Overadvances shall be repaid payable by the Borrowers on demand, demand by Administrative Agent or the Required Lenders. All other Overadvances (other than Permitted Overadvances) shall be payable in accordance with the requirements of SECTION 2.15(a). All Permitted Overadvances and other Overadvances shall constitute Obligations secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant entitled to all benefits of the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountLoan Documents.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) Borrower Representative, on its own behalf and on behalf cause the aggregate amount of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion the Revolving Exposure to make Revolving Credit Loans to Borrowers exceed the Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent, in its sole discretion, makes Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent shall enter Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the total principal amount of the Overadvances to the Borrowers which Administrative Agents may make or provide (or cause to be made or provided) after obtaining such Overadvances as debits in actual knowledge that the Loan Account. All Overadvances shall be repaid on demandconditions precedent have not been satisfied, shall be secured by not exceed the Collateral amount equal to $30 million outstanding at any time and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agents shall not make any additional Overadvance unless otherwise consented to by all Lenders, no Overadvances sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agents shall be permitted entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). Each Lender shall be obligated to pay such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that such Administrative Agent is acting in accordance with the terms of this Section 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountCAM Percentage.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made to the Borrower Parties by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $5.0 million but less than $10.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Revolving Lenders, no (x) shall any Overadvances be outstanding for more than 90 consecutive days, (y) after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but with absolutely no obligation) to (i) make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Borrower, in its sole discretion, makes Revolving Credit Loans on behalf of the Revolving Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” ”) or (ii) deem the amount of Revolving Loans outstanding that are in excess of the Borrowing Base to be Overadvances, and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for ABR Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Revolving Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will require the consent of all Revolving Lenders. No Overadvance shall result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this Section 2.01(2), but solely with respect to the amount of such Overadvance. The making of an Overadvance on any one occasion shall not obligate the Administrative Agent to make any Overadvance on any other occasion. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted outstanding for more than 90 consecutive days; (b) the Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (c) will the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(2) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Credit Maximum AmountFacility Commitments to be exceeded.

Overadvances. Insofar as (i) Borrower Representativemay request, on its own behalf and on behalf of all each other Borrowers, may request Co-Borrower and Administrative Agent or Majority Lenders (as provided below) ), may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Co-Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Co-Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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, be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of Three Million Dollars ($3,000,000) or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (w) shall any Overadvances be outstanding for more than ninety (90) 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 permitted outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, Administrative Agent may make (as provided belowor cause to be made) may be willing in its sole and absolute discretion to make such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the Overadvances to Borrower which 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 enter such Overadvances as debits in not exceed the Loan Account. All Overadvances shall be repaid on demand, shall be secured by amount equal to $7.5 million outstanding at any time less the Collateral then outstanding amount of any Special Agent Advances and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless otherwise consented sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding, (c) Administrative Agent shall be entitled to by all Lendersrecover 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 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 Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar as (ia) Borrower RepresentativeAny provision of this Agreement to the contrary notwithstanding, on its own behalf and on behalf of all other Borrowers, the Swing Lender may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion from time to make Revolving Credit Loans to Borrowers or (ii) Administrative Agenttime, in its sole discretiondiscretion (but with no obligation), makes Revolving Credit at the request of the Borrower or pursuant to clause (b) below, make Swing Loans on behalf of Lenders, if Administrative Agentto the Borrower (in connection with a cash management program or otherwise), in its reasonable credit judgment, deems that excess of the Borrowing Base (such Revolving Credit excess Swing Loans are herein referred to collectively as “Overadvances”); provided that, the Swing Lender shall make no Overadvance if, after giving effect to such Overadvance, the total amount of the outstanding RC Loans, Swing Loans and LC Obligations would exceed the lesser of (x) the Borrowing Base plus $5,000,000 or (y) the RC Commitment; provided further, all Overadvances shall be due and payable upon the earlier of (i) demand and (ii) fifteen (15) days after such Overadvance is made. All Overadvances shall be Base Rate Loans bearing interest at the Base Rate plus the Applicable Margin. (b) Overadvances may be made even if the conditions precedent set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) have not been satisfied if the Agent deems such Overadvances necessary or desirable (ai) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (bii) to enhance the likelihoodlikelihood of, or maximize the amount of, repayment of the Loans and the other Secured Obligations, or (ciii) to pay any other amount chargeable to or required to be paid by the Borrowers or any of them pursuant to the terms of this Agreement, including without limitation payments of reimbursable expenses (including costs, fees fees, and expenses expenses) and other sums payable under the Loan Documents. Nothing in this Section 2.2 shall be construed as a waiver of any Default or Event of Default, if any, that may have occurred or be continuing. (c) Without limiting the generality of Subsection 2.3.3 (Participation by Lenders) whether or not a Default or Event of Default shall then exist or be continuing, the Swing Lender may require the Lenders, at any time and from time to time, to fund their risk participations as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base Subsection 2.3.3 (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”Participation by Lenders), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on its own behalf and Representative on behalf of all other Borrowersthe Borrower, the Agent may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but shall have absolutely no obligation to), make Advances to make Revolving Credit Loans to Borrowers or the Borrower Representative (ii) Administrative Agentfor the account of the Borrower), in its sole discretion, makes Revolving Credit Loans on behalf of the Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Administrative (i) no such event or occurrence shall cause or constitute a waiver of the Agent’s or Lenders’ right to refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance and (iii) the aggregate amount of Overadvances outstanding at any time, when added to the aggregate amount of Protective Advances outstanding at such time, shall enter not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the Loan Accountcondition regarding Availability and other than Section 4.2(a)). All Overadvances shall be repaid on demandconstitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12, shall be secured by payable on the Collateral earlier of demand or the Facility Termination Date and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant are subject to the terms hereof shall be made by all Revolving Credit Lenders ratably settlement provisions set forth in accordance with their respective Pro Rata PercentagesSection 2.19. The foregoing notwithstandingauthority of the Agent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be no Overadvance may remain outstanding for more than sixty (60) consecutive days, thirty days and (ii) unless otherwise consented no Overadvance shall cause any Lender’s Credit Exposure to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause exceed its Commitment or the Aggregate Revolving Extensions Credit Exposure to exceed the Revolving Credit Maximum AmountAggregate 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. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, the Administrative Agent (as provided belowafter consultation with and consent of the Collateral Agent) may make (or cause to be willing in its sole and absolute discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems intentionally and with actual knowledge that such Revolving Loans or Letters of Credit Loans are necessary or desirable will cause (a) the total outstanding Revolving Exposure to protect all exceed the Borrowing Base, or any portion of the Collateral, (b) Excess Availability to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8be less than $15.0 million, in each casecase as the Administrative Agent may deem necessary or advisable in its discretion (each an "OVERADVANCE" and collectively the "OVERADVANCES"), at a time when provided, that: (i) the unpaid balance 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 Credit Loans plus the LC Amount exceeds, Exposure equals or would exceed with the making of any such Revolving Credit Loan, exceeds the Borrowing Base (such Loan or Loans being herein referred shall not exceed the amount equal to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative $20.0 million outstanding at any time less the then outstanding amount of any Special Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral Advances and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all Revolving Credit of the Lenders ratably in accordance with their respective or the Pro Rata Percentages. The foregoing notwithstandingPercentage of the Revolving Exposure of a Lender to exceed such Lender's Revolving Commitment, (iii) unless otherwise consented to by Majority without the consent of all Lenders, Overadvances (A) no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (iiB) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless otherwise consented 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 by all Lendersrecover such funds, no 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 permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar as (i) Borrower RepresentativeAgent may make voluntary Overadvances without the written consent of the Lenders for amounts charged to the applicable Loan Account for interest, on its own behalf fees or Lender Group Expenses pursuant to Section 2.1(j)(i)(2)(C). If the conditions for borrowing under Section 3.2 cannot be fulfilled, Agent may, but is not obligated to, knowingly and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion intentionally continue to make Revolving Credit Loans to Borrowers or Advances (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (aincluding Agent Loans) to protect all or any portion Borrower such failure of the Collateralconditions notwithstanding, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each caseso long as, 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingtime, (i) unless otherwise consented 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 Majority the Required Lenders, Overadvances shall not be 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 for more than sixty (60) consecutive daysRevolving Facility Usage in excess of the Borrowing Base, and (ii) unless otherwise consented the outstanding Revolving Facility Usage (except for and excluding amounts charged to by all Lendersthe applicable Loan Account for interest, no fees, or Lender Group Expenses) does not exceed the Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(n) shall be subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in 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 time, revoke Agent's authorization contained in this Section 2.1(n) 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 such Overadvances shall be not constitute a waiver of 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 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 extent applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(k) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances would cause by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(n), and any Overadvances resulting from the Aggregate Revolving Extensions charging to exceed the Revolving Credit Maximum Amountapplicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Facility Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Current Asset Revolving Facility Credit Loans plus the LC Amount Exposure or Fixed Asset Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Credit 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” and collectively, as “Overadvances”), the Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the applicable Security Documents and the Intercreditor Agreement and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall (x) be allocated between the Revolving Facilities pro rata based on the Current Asset Revolving Facility Availability and the Fixed Asset Revolving Facility Availability at such time and (y) be made by all the Revolving Credit Facility Lenders under the applicable Tranche ratably in accordance with their respective Pro Rata Current Asset Revolving Facility Percentages or Fixed Asset Revolving Facility Percentages, as applicable. 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, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Revolving Facility Lenders, no (w) shall Overadvances in an aggregate amount of more than $5.0 million be outstanding at any time, (x) shall any Overadvances be permitted outstanding for more than 45 consecutive days, (y) after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent that such Overadvances Revolving Facility Loans would cause a Lender’s share of the Aggregate Current Asset Revolving Extensions Facility Credit Exposure or Fixed Asset Revolving Facility Credit Exposure, as the case may be, to exceed the such Lender’s Current Asset Revolving Credit Maximum AmountFacility Commitment or Fixed Asset Revolving Facility Commitment, respectively.

Overadvances. Insofar as Notwithstanding any contrary provision of this Agreement (iincluding, without limitation, Section 4.02), at the request of the Borrowers, the Administrative Agent may in its sole discretion (but without any obligation to do so) Borrower Representativemake Revolving Loans to the Borrowers, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make the Lenders having Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each caseFacility Commitments, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”), . The Administrative Agent shall may in its sole discretion enter such Overadvances as debits in the Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall Overadvances may, in each case, be made by all Revolving Credit in the sole, reasonable discretion of the Administrative Agent; provided that (i) the aggregate outstanding amount of Overadvances, together with the aggregate outstanding amount of Protective Advances shall not exceed 10.0% of the Line Cap and (ii) the Required Lenders ratably may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided, further, that no existing Overadvances will be subject to any such revocation and any such revocation must be in accordance with their respective Pro Rata Percentageswriting and will become effective prospectively upon the Administrative Agent’s receipt thereof. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted outstanding for more than 30 consecutive days; (b) the Administrative Agent make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (c) the Administrative Agent make Revolving Loans on behalf of Revolving Lenders under this Section 2.01(2) to the extent that such Overadvances Revolving Loans would cause a Revolving Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such L▇▇▇▇▇’s Revolving Facility Commitment or cause the Revolving Facility Credit Exposure to exceed the aggregate Revolving Credit Maximum AmountFacility Commitments. Upon the making of any Overadvance in accordance with this Section 2.01(2), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its Revolving Facility Percentage. The Administrative Agent may, at any time, require the applicable Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Revolving Facility Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Overadvance. Each Revolving Lender acknowledges and agrees that (i) the Administrative Agent may elect to fund a Overadvance through one or more of its Affiliates on behalf of the Administrative Agent for administrative convenience and (ii) any such funding shall constitute a Overadvance as if made by the Administrative Agent subject to the terms and conditions of this Agreement.

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Facility Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent or Required Lenders shall enter make such Overadvances as debits in the Loan Accountavailable. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all the Revolving Credit Facility Lenders ratably in accordance with their respective Pro Rata Revolving 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 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, (iw) unless otherwise consented to by Majority the Required Lenders, shall Overadvances in an aggregate amount of more than $4.5 million be outstanding at any time, (x) shall not any Overadvances be outstanding for more than sixty (60) 45 consecutive days, and (iiy) unless otherwise consented to by all the Required Lenders, no after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent or the Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Facility Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed the such Lender’s Revolving Credit Maximum AmountFacility Commitment.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Borrowers may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 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 sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, (i) in no event, unless otherwise consented to by Majority all Lenders, (w) shall any Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (iix) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless otherwise consented to by all Lenderssixty (60) days or more have expired since the last date on which any Overadvances were outstanding, no (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall be permitted Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Borrowers may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 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 sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $1,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, (i) in no event, unless otherwise consented to by Majority all Lenders, (w) shall any Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (iix) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless otherwise consented to by all Lenderssixty (60) days or more have expired since the last date on which any Overadvances were outstanding, no (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall be permitted Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender's share of the Revolving Credit Maximum Loans to exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Company, the Agent may in its sole discretion (i) Borrower Representativebut shall have absolutely no obligation to), on its own behalf and make Advances to the Domestic Borrowers, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Domestic Lenders, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed the Domestic Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”); provided that, Administrative (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 issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance, and (iii) in no event shall enter such Overadvances as debits 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 Loan Accountconditions precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding availability). All Overadvances shall be repaid on demandconstitute Domestic Floating Rate Advances, shall be secured by the Collateral and shall bear interest as 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 not to exceed $5,000,000 at any time and no Overadvance shall cause any Lender’s Domestic Revolving Exposure to exceed its aggregate Commitment, or the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment; provided in this Agreement for Revolving Credit Loans generallythat, the Required Lenders may at any time revoke the Agent’s authorization to make Overadvances. Any Overadvance made pursuant such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. Notwithstanding anything to the terms hereof shall be made by all Revolving Credit Lenders ratably contrary in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersany Loan Document, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to secured by all Lenders, no Overadvances shall be permitted to the extent any Collateral of any Loan Party that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountis not a Domestic Borrower or a Domestic Subsidiary.

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of Revolving Borrowers, the Agent may in its sole discretion (i) Borrower Representativebut shall have absolutely no obligation to), on its own behalf and make Advances to the Revolving Borrowers, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Lenders, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually collectively as an “Overadvance” and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as ; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingthat, (i) unless otherwise consented no such event or occurrence shall cause or constitute a waiver of Agent's or Lenders' right to by Majority Lendersrefuse to make any further Overadvances, Overadvances shall not be outstanding for more than sixty (60) consecutive daysRevolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, and (ii) unless otherwise consented no Overadvance shall result in a Default or Unmatured Default due to by all Lendersany Revolving Borrower's failure to comply with Section 2.1.1 (a) for so long as Agent permits such Overadvance to remain outstanding, no but solely with respect to the amount of 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 permitted payable on the earlier of demand or the Termination Date. In addition, all Overadvances are subject to the extent that such settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances would is limited to an aggregate amount 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 Aggregate Revolving Extensions Credit Exposure to exceed the Revolving Credit Maximum AmountAggregate 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. Insofar as (ia) Borrower RepresentativeAny provision of this Agreement to the contrary notwithstanding, on its own behalf and on behalf at the request of all other Borrowersthe Borrower, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentmay, in its sole discretiondiscretion (but with absolutely no obligation), makes Revolving Credit Loans on behalf of the Lenders, if Administrative Agent, (x) make Revolving Loans to the Borrowers in its reasonable credit judgment, deems amounts that exceed Availability (any such excess Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”)) or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided that, Administrative Agent no Overadvance shall enter result in a Default due to Borrower’s failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentagesconstitute ABR Borrowings. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be 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 sixty thirty (6030) consecutive daysdays 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 in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (iib) unless otherwise consented to by all LendersUpon the making of an Overadvance (whether before or after the occurrence of a Default), no Overadvances each Lender shall be permitted deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the extent that Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Overadvances would cause Overadvance in proportion to its Applicable Percentage of the Aggregate Revolving Extensions Commitment. The Administrative Agent may, at any time, require the Lenders to exceed fund their participations. From and after the Revolving Credit Maximum Amountdate, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Overadvance.

Overadvances. Insofar as Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, Agent is authorized by ▇▇▇▇▇▇▇▇▇ and the Lenders, from time to time in Agent’s sole discretion (i) Borrower Representativebut shall have absolutely no obligation to), on its own behalf to knowingly and on behalf of all other Borrowersintentionally, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion continue to make Revolving Credit Loans to Borrowers notwithstanding that an Overadvance exists or (ii) Administrative Agentwould be created thereby, in its sole discretionso long as, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that after giving effect to such Revolving Credit Loans are necessary or desirable Loans, the aggregate outstanding amount (awithout duplication) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus and the LC Amount exceeds, or would undrawn amount of all unexpired Letters of Credit issued at the request of Borrowers shall not exceed with the making lesser of any such Revolving Credit Loan, (i) 110% of the Borrowing Base (as of such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive daysBorrowing Date, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions Credit Commitment on such Borrowing Date. In the case of Overadvances that result from Agent knowingly and intentionally continuing to exceed make Revolving Credit Loans to Borrowers notwithstanding that an Overadvance exists or would be created thereby, if such Overadvance remains outstanding for more than thirty (30) days, unless otherwise agreed to by the Required Lenders, Borrowers shall immediately repay the Revolving Credit Maximum AmountLoans in an amount sufficient to eliminate all such Overadvances. In the case of all other Overadvances, Borrowers shall within two (2) Business Days of a Responsible Officer’s knowledge thereof repay the Revolving Credit Loans in an amount sufficient to eliminate such Overadvances. Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.5(a).

Overadvances. Insofar as (ia) If at any time or for any reason the amount of the Total Revolving Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base then in effect (any such excess, an “Overadvance”), the Borrower Representative, shall pay on its own behalf and on behalf demand the full amount of all other Borrowers, may request and such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (as provided belowb) may be willing in its sole Upon the occurrence and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) during the continuance of an Event of Default, the Administrative Agent, in its sole discretion, makes may make Revolving Credit Loans to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, calculated without giving effect to the Incremental Amount, if the Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (ai) to protect all or any portion of the Collateral, (bii) to enhance the likelihood, likelihood or maximize the amount of, of repayment of the Loans and the other Obligations, Obligations or (ciii) to pay any other amount chargeable to Borrowers the Borrower pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any Agreement (such Revolving Credit LoanLoans, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.8(b). If Protective Overadvances are made in accordance with the preceding sentence, Administrative Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrower on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as (ia) Borrower Representative, on its own behalf and on behalf None of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) the Administrative Agent, in its sole discretion, makes the Collateral Agent and the Lenders shall have any obligation to make any Revolving Credit Loans on behalf Loan (including, without limitation, any Swingline Loan) or to provide any Letter of Lenders, Credit if an Overadvance would result. (b) The Administrative AgentAgent may, in its reasonable credit judgmentdiscretion, deems that such make Permitted Overadvances to the Borrowers without the consent of the Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit Loans are necessary or desirable (a) to protect all Loan and an Obligation. The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any portion of the Collateral, (b) Lender to enhance the likelihood, make or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay permit any Permitted Overadvance on any other amount chargeable occasion or to Borrowers pursuant permit such Permitted Overadvances to this Agreementremain outstanding, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), c) The making by the Administrative Agent of a Permitted Overadvance shall enter such Overadvances as debits in not modify or abrogate any of the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, provisions of (i) unless otherwise consented SECTION 2.13(c) regarding the Lenders’ obligations with respect to by Majority LendersLetters of Credit, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and or (ii) unless otherwise consented SECTION 2.06 and SECTION 2.22 regarding the Lenders’ obligations with respect to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountparticipations in Swingline Loans and settlements thereof.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Foothill may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion voluntary Overadvances without the written consent of the CollateralRequired 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 enhance the likelihoodmake Advances to Borrower, such failure or maximize the amount ofcondition notwithstanding, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each caseso long as, 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingtime, (i) unless otherwise consented 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 Majority the Required Lenders, Overadvances shall not be 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 for more than sixty (60) consecutive daysRevolving Facility Usage in excess of the Borrowing Base, and (ii) unless otherwise consented the outstanding Revolving Facility Usage (except for and excluding amounts charged to by all Lendersthe applicable Loan Account for interest, no fees, or Lender Group Expenses) does not exceed the Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of Foothill and are not intended to benefit Borrower in any way. The Advances that are made pursuant to this Section 2.1(h) shall be subject to the same terms and conditions as any other Foothill Advance, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) without regard to the presence or absence of a Default or Event of Default; provided, however, that the making of such Overadvances shall be permitted to the extent that not constitute a waiver of such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountEvent of Default arising therefrom.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, the Borrowers may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to the Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrowers by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. Overadvances, together with outstanding Protective Advances, in an aggregate amount not to exceed 10.0% of the Borrowing Base may be made in the sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Revolving Lenders will: (a) any Overadvances shall be permitted to outstanding for more than 90 consecutive days; (b) the extent that such Administrative Agent or Lenders make any additional Overadvances would cause unless 30 days or more have expired since the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.last date on which any Overadvances were outstanding; or

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Domestic Borrower, the Agent may in its sole discretion (i) Borrower Representativebut shall have absolutely no obligation to), on its own behalf and make Advances to the Domestic Borrower, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Domestic Lenders, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that such Revolving Credit Loans are necessary or desirable exceed Domestic Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually collectively as an “Overadvance” and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as ; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingthat, (i) unless otherwise consented no such event or occurrence shall cause or constitute a waiver of the Agent's or the Lenders' right to by Majority Lendersrefuse to make any further Overadvances, Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the 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 shall not be outstanding for more than sixty 60 days (60which days need not be consecutive) consecutive daysin any 120 day period. In addition, and 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 (ii) unless otherwise consented to by all Lenders, no 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 permitted payable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the extent that such settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances would 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 Aggregate Revolving Extensions Domestic Exposure to exceed the Revolving Credit Maximum AmountDomestic 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. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus Reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 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 sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $2,000,000 or more and Overadvances to be made after the occurrence and during the continuation of an Event of Default shall require the consent of all Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (w) shall any Overadvances be outstanding for more than ninety (90) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless ninety (90) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be permitted outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as 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) Borrower Representative, on its own behalf such Overadvance or modification would not exist for more than 120 days and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of by which Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, Facility Usage exceeds the Borrowing Base (as defined prior to any modification of such Loan definition under this Section 2.1 (l)) would not exceed the lesser of: (y) $12,500,000 or Loans being herein referred (z) 10% of the Borrowing Base (as defined prior to individually as an “Overadvance” any modification of such definition under this Section 2.1 (l)). The foregoing provisions are for the sole and collectivelyexclusive benefit of the Agents and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as “Overadvances”applicable, that are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in 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 time, revoke Facility 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), Administrative Agent shall enter any such revocation to be in writing and to become effective upon Facility Agent's receipt thereof; provided further, however, that the making of such Overadvances as debits in the Loan Accountshall not constitute a waiver of such Event of Default arising therefrom. All Overadvances Each Lender shall be repaid on demand, shall be secured by the Collateral and shall bear interest obligated to settle with Facility Agent as provided in Section 2.1(i) for the amount of such Lender's Pro-Rata Share of any unintentional Overadvances by Facility Agent reported to such Lender and any intentional Overadvances made as permitted under 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) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountSection 2.1(l).

Overadvances. Insofar as (ia) Borrower RepresentativeIf at any time or for any reason the amount of the Total Revolving Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base then in effect (any such excess, an “Overadvance”), the Borrowers shall pay on its own behalf and on behalf demand the full amount of all other Borrowers, may request and such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (as provided belowb) may be willing in its sole Upon the occurrence and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) during the continuance of an Event of Default, the Administrative Agent, in its sole discretion, makes may make Revolving Credit Loans to the Borrowers on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, if the Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (ai) to protect all or any portion of the Collateral, (bii) to enhance the likelihood, likelihood or maximize the amount of, of repayment of the Loans and the other Obligations, Obligations or (ciii) to pay any other amount chargeable to the Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any Agreement (such Revolving Credit LoanLoans, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrowers its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.7(b). If Protective Overadvances are made in accordance with the preceding sentence, Administrative Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrowers on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as (ia) Borrower Representative, on its own behalf and on behalf None of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) the Administrative Agent, in its sole discretion, makes the Collateral Agent and the Lenders shall have any obligation to make any Revolving Credit Loans on behalf Loan (including, without limitation, any Swingline Loan) or to provide any Letter of Lenders, Credit if an Overadvance would result. (b) The Administrative AgentAgent may, in its reasonable credit judgmentdiscretion, deems that such make Permitted Overadvances to the Borrowers without the consent of the Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit Loans are necessary or desirable (a) to protect all Loan and an Obligation. The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any portion of the Collateral, (b) Lender to enhance the likelihood, make or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay permit any Permitted Overadvance on any other amount chargeable occasion or to Borrowers pursuant permit such Permitted Overadvances to this Agreementremain outstanding, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), c) The making by the Administrative Agent of a Permitted Overadvance shall enter such Overadvances as debits in not modify or abrogate any of the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, provisions of (i) unless otherwise consented SECTION 2.13(g) regarding the Lenders’ obligations to by Majority Lenderspurchase participations with respect to Letter of Credit Disbursements, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and or (ii) unless otherwise consented SECTION 2.06 and SECTION 2.22 regarding the Lenders’ obligations with respect to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountparticipations in Swingline Loans and settlements thereof.

Overadvances. Insofar as (ia) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on the Administrative Agent may in its own behalf and sole discretion (but shall have absolutely no obligation to) make Loans to the Borrowers, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Lenders, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that exceed Availability (any such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”); provided that the aggregate principal amount of Overadvances outstanding at any time shall not exceed (i) $30,000,000 in the aggregate or (ii) together with the aggregate principal amount of Protective Advances outstanding at such time pursuant to Section 2.04, $45,000,000 in the aggregate; provided, further, that no Overadvance may be made if, after giving effect thereto, the sum of any Lender’s Credit Exposure and Pre-Petition Credit Exposure shall exceed its Revolving Commitment. The Overadvances shall be secured by the Liens in favor of the Administrative Agent in and on the Collateral and shall enter such Overadvances as debits in the Loan Accountconstitute Obligations hereunder. All Overadvances shall be repaid on demand, ABR Borrowings. The Borrowers shall be secured required to repay each Overadvance no later than the 60th day after the date of the making thereof. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Collateral Required Lenders. Any such revocation must be in writing and shall bear interest become effective prospectively upon the Administrative Agent’s receipt thereof. (b) The Administrative Agent may by notice given not later than 12:00 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of any Overadvance outstanding. Such notice shall specify the aggregate principal amount of the Overadvance in which the Lenders will be required to participate and each Lender’s Applicable Percentage of such Overadvance. Each Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and in any event, if such notice is received by 12:00 p.m., New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent, the account of the Administrative Agent, such Lender’s Applicable Percentage of such Overadvance. Each Lender acknowledges and agrees that its obligation to acquire participations in Overadvances pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including nonsatisfaction of any of the conditions precedent set forth in Section 4.02, the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in this Agreement for Section 2.07 with respect to Revolving Credit Loans generally. Any Overadvance made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph). From and after the terms hereof date, if any, on which any Lender has paid in full for its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Applicable Percentage of all payments of principal and interest and all proceeds of Collateral thereafter received by the Administrative Agent in respect of such Overadvance; provided that any such payment or proceeds so distributed shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented repaid to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, the Administrative Agent if and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause payment or proceeds shall be required to be refunded to the Aggregate Revolving Extensions Borrowers for any reason. The purchase of participations in any Overadvance pursuant to exceed this paragraph shall not constitute a Loan and shall not relieve the Revolving Credit Maximum AmountBorrowers of their obligation to repay such Overadvance.

Overadvances. Insofar as (i) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, on its own behalf and Representative on behalf of all other Borrowersany Borrower, the Agent may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion (but shall have absolutely no obligation to), make Advances to make Revolving Credit Loans to Borrowers or the Borrower Representative (ii) Administrative Agentfor the account of such Borrower), in its sole discretion, makes Revolving Credit Loans on behalf of the Revolving Lenders, if Administrative Agent, in its reasonable credit judgment, deems amounts that exceed Availability or such Revolving Credit Loans are necessary or desirable Borrower’s Availability (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being excess Advances are herein referred to individually as an “Overadvance” and collectively, collectively as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as ; provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingthat, (i) unless otherwise consented no such event or occurrence shall cause or constitute a waiver of the Agent’s or Revolving Lenders’ right to by Majority Lendersrefuse to make any further Overadvances, Overadvances shall not be outstanding for more than sixty (60) consecutive daysRevolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, and (ii) unless otherwise consented no Overadvance shall result in a Default or Unmatured Default due to by all Lenderssuch Borrower’s failure to comply with Section 2.1.1 (a) for so long as the Agent permits such Overadvance to remain outstanding, no but solely with respect to the amount of 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 permitted payable on the earlier of demand or the Revolver Termination Date and are subject to the extent that such settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances would is limited to an aggregate amount outstanding at any time not to exceed ten percent (10%) of the aggregate Revolving Commitment of all Lenders and no Overadvance shall cause any Revolving Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Aggregate Revolving Extensions Credit Exposure to exceed the Aggregate Commitment; provided that, the Required Revolving Credit Maximum AmountLenders 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. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to the respective Borrowers or (ii) Administrative Agent, in its sole discretion, makes as to which they have Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Loan Commitments at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount Obligations exceeds, or would exceed with the making of any such Revolving Credit LoanLoan or the incurrence of any LC Obligation, the Aggregate Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account, subject to subsection 1.1.1(e) in the case of the Overadvances to Canadian Borrower or any U.K. Borrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral (provided that Overadvances to U.S. Borrower shall only be secured by the U.S. Collateral) and shall bear interest as provided in this Agreement for Revolving Credit Loans (for the applicable Borrower) generally. Any Overadvance made pursuant to the terms hereof shall be made to the respective Borrowers: (i) with respect to Overadvances to U.S. Borrower, by all Revolving Credit Lenders (except U.K. Lender and Canadian Lender) ratably in accordance with their respective Pro Rata Revolving Loan Percentages, (ii) with respect to Overadvances to U.K. Borrowers, by U.K. Lender and, following a refunding under Section 3.14, ratably by U.K. Participants and (iii) with respect to Overadvances to Canadian Borrower, by Canadian Lender and, following a refunding under Section 3.13, ratably by the Canadian Participants. Overadvances in the aggregate amount of $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, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (w) 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 thirty (30) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be permitted outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to the respective Borrowers or (ii) Administrative Agent, in its sole discretion, makes as to which they have Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Loan Commitments at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, exceeds, or would exceed with the making of any such Revolving Credit LoanLoan or the incurrence of any LC Obligation, the Canadian, U.K. or U.S. Borrowing Base Bases, as applicable, (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent Agents shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral (provided that Overadvances to U.S. Borrower or U.K. Borrower shall only be secured by the U.S. Collateral and the U.K. Collateral and Overadvances to Canadian Borrower shall only be secured by the Canadian Collateral and U.S. Collateral) and shall bear interest as provided in this Agreement for Base Rate Portions of Revolving Credit Loans (for the applicable Borrower) generally. Any Overadvance made pursuant to the terms hereof shall be made to the respective Borrowers: (i) with respect to Overadvances to U.S. Borrower, by all Revolving Credit Lenders (except the U.K. Lender and the Canadian Lender) ratably in accordance with their respective Pro Rata Revolving Loan Percentages, (ii) with respect to Overadvances to U.K. Borrower, by the U.K. Lender, ratably with respect to the U.K. Lender and, following a refunding under Section 3.14, the U.K. Participants and (iii) with respect to Overadvances to the Canadian Borrower, by the Canadian Lender, ratably with respect to the Canadian Lender and, following a refunding under Section 3.13, the Canadian Participants. Overadvances in the aggregate amount of the Dollar Equivalent 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 in an aggregate amount of more than the Dollar Equivalent of $1,000,000 but less than the Dollar Equivalent of $2,500,000 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 the Dollar Equivalent of $2,500,000 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, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (w) shall any Overadvances be outstanding for more than 60 consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agents or Lenders make any additional Overadvances unless 60 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be permitted outstanding on more than 90 days within any one 180 day period or (z) shall Agents make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as (a) None of the Administrative Agent, the Collateral Agent and the Revolving Credit Lenders shall have any obligation to make any Revolving Credit Loan (including, without limitation, any Swingline Loan) or to provide any Letter of Credit if an Overadvance would result. (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the Borrowers without the consent of the Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit Loan and a Revolving Obligation. Each Revolving Credit Lender shall participate in each Permitted Overadvance (including each Permitted Overadvance made under SECTION 2.06(a) through the settlement thereof pursuant to SECTION 2.22). The obligation of each Revolving Credit Lender to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, any Issuing Bank, the Swingline Lender, the Borrower Representativeor any other Person for any reason whatsoever, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf the occurrence or continuance of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable occurrence, event or condition (including the failure to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described satisfy any condition set forth in Sections 3.7 and 3.8, in each case, at a time when SECTION 4.02). The making of any such Permitted Overadvance on any one occasion shall not obligate the unpaid balance of Administrative Agent or any Revolving Credit Loans plus the LC Amount exceedsLender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION 2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), c) The making by the Administrative Agent of a Permitted Overadvance shall enter such Overadvances as debits in not modify or abrogate any of the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, provisions of (i) unless otherwise consented SECTION 2.13(g) regarding the Revolving Credit Lenders’ obligations to by Majority Lenderspurchase participations with respect to Letter of Credit Disbursements, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and or (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed SECTION 2.06 and SECTION 2.22 regarding the Revolving Credit Maximum AmountLenders’ obligations with respect to participations in Swingline Loans and settlements thereof.

Overadvances. Insofar as (i) Borrower RepresentativeETI, on its own behalf and on behalf of all other Borrowerseach Borrower, may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $250,000 but less than $500,000 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 $500,000 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, (i) in no event, unless otherwise consented to by Majority all Lenders, (w) shall any Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (iix) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless otherwise consented to by all Lenderssixty (60) days or more have expired since the last date on which any Overadvances were outstanding, no (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Agent make Revolving Credit Maximum AmountLoans on behalf of Lenders under this subsection 1.

Overadvances. Insofar as (a) The 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) Borrower Representative, on its own behalf and on behalf the aggregate amount of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to Borrowers five percent (5%) of the Revolving Credit Facility Amount, or (ii) Administrative Agent, in its sole discretion, makes (A) the aggregate amount of outstanding Revolving Credit Loans on behalf of would not exceed the Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders, if Administrative Agentand (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, in its reasonable credit judgmentand shall not be construed to, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all create any obligations of the Agent or any portion of Lender to the CollateralBorrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and Agent Advances, (b) to enhance the likelihoodas applicable, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers that are made pursuant to this AgreementAgreement shall be subject to the same terms and conditions as any other Advance except that such advances shall bear interest at the then Effective Interest Rate for Prime Advances; provided, including without limitation costshowever, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with that the making of any such Overadvance shall not constitute a waiver of any Default or Event of Default then in existence or arising therefrom. (b) In the event the Agent obtains actual knowledge that the aggregate amount of outstanding Revolving Credit LoanLoans exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, the Borrowing Base Agent shall notify the Lenders as soon as practicable (such and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Loans being herein referred expenses) unless the Agent determines that prior notice would result in imminent harm to individually as an “Overadvance” and collectively, as “Overadvances”the Collateral or its value), Administrative and the Lenders thereupon shall, together with the Agent, jointly determine the terms of arrangements that shall be implemented with the Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Credit Loans of the Borrowers to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. (c) Each Lender shall be obligated to settle with the Agent shall enter as provided in Section 4.7 for the amount of such Lender's ratable share of any Overextension reported to such Lender, any Overadvances made as debits in permitted under this Section 4.12, and any Overextension resulting from the charging to the applicable Loan Account. All Account interest, fees, or expenses. (d) Any and all Overadvances made by the Agent (i) shall be repaid on demandupon the demand of the Agent (except as set forth in Section 4.12(a)(ii) which amounts shall be repaid pursuant to a plan for repayment as described in Section 4.12(a)(ii) above), shall (ii) 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) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive daysCollateral, and (iiiii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountconstitute Advances and Secured Obligations hereunder.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, the Borrowers may request and the Administrative Agent (as provided below) or Required Revolving Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to the Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Total Revolving Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Revolving Credit Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the Loan AccountRegister. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrowers by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Credit Percentages. The foregoing notwithstandingOveradvances, (i) unless otherwise consented together with outstanding Protective Advances, in an aggregate amount not to by Majority Lendersexceed 7.5% of the Borrowing Base may be made in the sole, reasonable discretion of the Administrative Agent; provided that the Required Revolving Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances shall not will be outstanding for more than sixty (60) consecutive dayssubject to such revocation and any such revocation must be in writing. Notwithstanding the foregoing, and (ii) in no event, unless otherwise consented to by all Revolving Credit Lenders will: (i) any Overadvances be outstanding for more than 90 consecutive days; (ii) the Administrative Agent or Lenders, no after the initial Overadvance, make any additional Overadvances shall be permitted unless 30 days or more have expired since the last date on which any Overadvances were outstanding; or (iii) the Administrative Agent make Revolving Credit Loans on behalf of Revolving Credit Lenders under this Section 2.4(b) to the extent that such Overadvances Revolving Credit Loans would cause a Revolving Credit Lender’s share of the Aggregate Total Revolving Extensions Credit Exposure to exceed the such Lender’s Revolving Credit Maximum AmountCommitment or cause the aggregate Total Revolving Credit Commitments to be exceeded.

Overadvances. Insofar as (iAgent 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) Borrower Representativecannot be fulfilled, on its own behalf the Agent may, but is not obligated to, knowingly and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion intentionally continue to make Revolving Credit Loans to Borrowers or Advances (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (aincluding Agent Loans) to protect all or any portion Borrower such failure of the Collateralcondition notwithstanding, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each caseso long as, 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingtime, (i) unless otherwise consented 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 Majority the Required Lenders, Overadvances shall not be 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 for more than sixty (60) consecutive daysRevolving Facility Usage in excess of the Borrowing Base, and (ii) unless otherwise consented the outstanding Revolving Facility Usage (except for and excluding amounts charged to by all Lendersthe Loan Account for interest, no fees, or Lender Group Expenses) does not exceed the Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in 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 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 such Overadvances shall be not constitute a waiver of 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 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 extent Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances would cause by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the Aggregate Revolving Extensions charging to exceed the Revolving Credit Maximum AmountLoan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as (iAgent 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) Borrower Representativecannot be fulfilled, on its own behalf the Agent may, but is not obligated to, knowingly and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion intentionally continue to make Revolving Credit Loans Advances (including Agent Loans) to Borrowers or (ii) Administrative Agentsuch failure of condition notwithstanding, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each caseso long as, 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingtime, (i) unless otherwise consented 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 Majority the Required Lenders, Overadvances shall not be 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 for more than sixty (60) consecutive daysRevolving Facility Usage in excess of the Borrowing Base, and (ii) unless otherwise consented the outstanding Revolving Facility Usage (except for and excluding amounts charged to by all Lendersthe applicable Loan Account for interest, no fees, or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be subject to the same terms and conditions as any other Agent Advance or Agent Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in 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 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 such Overadvances shall be not constitute a waiver of 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 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 extent applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances would cause by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances resulting from the Aggregate Revolving Extensions charging to exceed the Revolving Credit Maximum Amountapplicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar (a) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Revolving Credit Exposure exceeds the North American Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to any North American Borrower, on behalf of the Initial Revolving Lenders (any such Revolving Loan, an “Overadvance”); provided that, no Overadvance shall result in a Default or Event of Default for as long as such Overadvance remains outstanding in accordance with the terms of this paragraph. All Overadvances to the US Borrower denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Overadvances to the Canadian Borrower denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed, when taken together with any Protective Advances, 10% of the North American Borrowing Base in effect at such time; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Required Lenders may at any time restore the Administrative Agent’s authorization to make Overadvances by written notice to the Administrative Agent thereof. Each Overadvance shall mature and be due on the earliest of (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make the Initial Revolving Credit Loans to Borrowers or Maturity Date, (ii) written demand by the Administrative AgentAgent and (iii) thirty (30) days after the date on which such Overadvance is made. No Overadvance may be made if, in its sole discretionafter giving effect thereto, makes Revolving Credit Loans on behalf such Overadvance shall cause (A) the aggregate amount of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) outstanding Protective Advances and Overadvances to protect all or any portion exceed 10% of the CollateralNorth American Borrowing Base, (B) the Initial Revolving Credit (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or [Reserved]. (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Upon the making of any such Overadvance, each Initial Revolving Credit LoanLender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits without recourse or warranty, an undivided interest and participation in the Loan Account. All Overadvances relevant Overadvance in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall be repaid on demand, fund such participation to the Administrative Agent. (d) Each Overadvance shall be secured by the Liens on the North American Collateral in favor of the Administrative Agent 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 Percentagesconstitute a North American Obligation hereunder. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented obligate the Administrative Agent to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountmake any Overadvance on any other occasion.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, Administrative Agent may make (as provided belowor cause to be made) may be willing in its sole and absolute discretion to make such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided that: (a) the total principal amount of the Overadvances to Borrower which 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 enter such Overadvances as debits in not exceed the Loan Account. All Overadvances shall be repaid on demand, shall be secured by amount equal to $7.5 million outstanding at any time less the Collateral then outstanding amount of any Special Agent Advances and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless otherwise consented sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding, (c) Administrative Agent shall be entitled to by all Lendersrecover 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 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 Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided that Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar as (i) Borrower RepresentativeNotwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, on its own behalf and on behalf the aggregate balance of all other Borrowersoutstanding Advances at any one time shall not exceed an amount equal to the lesser of (A) the Maximum Revolving Advance Amount, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligationsless Reserves established hereunder, or (cB) to pay the Formula Amount. If at any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid aggregate balance of Revolving Credit Loans plus outstanding Advances exceeds the LC Amount exceeds, or would exceed with the making maximum amount of any such Revolving Credit Loan, the Borrowing Base Advances permitted hereunder (such Loan or Loans excess being herein referred to individually as an “Overadvance” ”) and collectivelyis not paid down within two (2) Business Days, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances Overadvance shall be repaid on considered a Default and be immediately due and payable without the necessity of any demand, and regardless of whether any other Default or an Event of Default has occurred; provided that if an Event of Default has occurred and is continuing, any Overadvance shall be immediately due and payable. Such Overadvance shall constitute an Obligation secured by the Collateral and the Secured Parties shall bear interest as be entitled to all benefits provided under the Other Documents with respect to such Overadvance and such Overadvance shall be subject to any Reserves established by Agent from time to time in its discretion. (ii) Notwithstanding clause (c)(i) to the contrary, Credit Parties may request and incur an Overadvance without any resulting Default if Agent shall consent, in writing in its sole discretion to such Overadvance (a “Permitted Discretionary Overadvance”); provided that it is understood and agreed by Credit Parties that Agent shall have no obligation whatsoever to consent to any requested Overadvance. To the extent a Permitted Discretionary Overadvance is extended by Agent, such Permitted Discretionary Overadvance shall be subject to any Reserves established by Agent from time to time in its discretion, and shall constitute an Obligation secured by the Collateral and the Secured Parties shall be entitled to all benefits provided under this Agreement for Revolving Credit Loans generallyand the Other Documents with respect to such Permitted Discretionary Overadvance. Any Upon the occurrence and continuation of a Default or Event of Default, all outstanding Permitted Discretionary Overadvance made pursuant shall be immediately due and payable without the necessity of any demand and shall become subject 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) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountconditions of Section 2.1(c)(i).

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Administrative Agent (as provided or other Lenders if required below) may be willing in its their sole and absolute discretion to make approve, Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount Exposure plus the Minimum Availability Reserve plus Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. 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 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 sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $3,000,000 or more and Overadvances to be made after the occurrence and during the continuance of a Default or an Event of Default shall require the consent of all Lenders. All Overadvances shall be repaid on demand, shall be secured by the Collateral demand 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) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (w) shall any Overadvances be outstanding for more than 60 consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless 60 days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be permitted outstanding on more than 90 days within any 180 day period, or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum AmountLoans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Exposure.

Overadvances. Insofar (a) If at any time or for any reason the aggregate amount of all Revolving Extensions of Credit and all EXIM Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base plus the EXIM Borrowing Base then in effect (any such excess, an “Overadvance”), the Borrower shall immediately pay the full amount of such Overadvance to the Administrative Agent, without notice or demand, for application against the Revolving Extensions of Credit in accordance with the terms hereof. Without limiting Borrower’s obligation to repay any amount of the Overadvance, Borrower agrees to pay interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. (b) The Administrative Agent and the Lenders (including any Issuing Lender in its capacity as Issuing Lender and any Swingline Lender in its capacity as Swingline Lender) shall have no obligation to make any Loan if an Overadvance would result, unless the Administrative Agent and all Lenders expressly agree to do so in their sole discretion, in which case such permitted Overadvances shall be repaid in full upon demand by the Administrative Agent; provided that the foregoing shall not (i) Borrower Representativemodify or abrogate any of the provisions of Section 2 regarding each Lender’s obligation to fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, on and to fund its own behalf and on behalf respective Swingline Participation Amount of all other Borrowersany Swingline Loan, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) result in any claim or liability against the Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Agent (a) to protect all or any portion regardless of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “) for Unintentional Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Borrowers may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make (or, as provided below, as Majority Lenders may be willing to consent to in their sole discretion) Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of 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, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 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 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 more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than any Default or Event of Default resulting solely from the funding of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, (i) in no event, unless otherwise consented to by Majority all Lenders, (w) shall any Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (iix) after all outstanding Overadvances have been repaid, shall Administrative Agent make any additional Overadvances unless otherwise consented to by all Lenderssixty (60) days or more have expired since the last date on which any Overadvances were outstanding, no (y) shall Overadvances be outstanding on more than ninety (90) days within any three hundred sixty day (360) period or (z) shall be permitted Administrative Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a Lender’s share of the Revolving Credit Maximum AmountLoans to exceed such Lender’s Revolving Loan Commitment minus the product of such Lender’s Revolving Loan Percentage multiplied by the sum of the LC Amount and the Outstanding LC Obligations.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request and Administrative Agent or Majority Lenders (as provided below) may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed exceed, with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “"Overadvance” " and collectively, as “"Overadvances”"), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Revolving Loan Percentages. The foregoing notwithstandingOveradvances in the aggregate amount of $5,000,000 or less may, (i) unless otherwise consented to by Majority Lendersa Default or Event of Default has occurred and is continuing, be made in the sole and absolute discretion of Agent. Overadvances shall not be outstanding for in an aggregate amount of more than sixty (60) consecutive days$5,000,000 but less than $10,000,000 may, unless a Default or an Event of Default has occurred and (ii) unless otherwise consented to by all Lendersis continuing, no Overadvances shall be permitted to made in the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.sole and

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) or Required Lenders may be willing in its their sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower Parties at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall will be repaid on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall will be made to the Borrower Parties by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata 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 sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.Lenders will:

Overadvances. Insofar as (ia) If at any time or for any reason the amount of the Total Revolving Extensions of Credit exceeds the lesser of (x) the amount of the Total Revolving Commitments then in effect, and (y) the amount of the Borrowing Base then in effect (any such excess, an “Overadvance”), the Borrower Representative, shall pay on its own behalf and on behalf demand the full amount of all other Borrowers, may request and such Overadvance to the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. (as provided belowb) may be willing in its sole Upon the occurrence and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) during the continuance of an Event of Default, the Administrative Agent, in its sole discretion, makes may make Revolving Credit Loans to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 10% of the Borrowing Base, if the Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (ai) to protect all or any portion of the Collateral, (bii) to enhance the likelihood, likelihood or maximize the amount of, of repayment of the Loans and the other Obligations, Obligations or (ciii) to pay any other amount chargeable to Borrowers the Borrower pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any Agreement (such Revolving Credit LoanLoans, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Protective Overadvances”); provided that (A) in no event shall the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments then in effect and (B) the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that any existing Protective Overadvance shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.8(b). If Protective Overadvances are made in accordance with the preceding sentence, Administrative Agent then all Revolving Lenders shall enter be bound to make, or permit to remain outstanding, such Protective Overadvances as debits based upon their Revolving Percentages in accordance with the Loan Accountterms of this Agreement. All Protective Overadvances shall be repaid by the Borrower on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar (a) Any provision of this Agreement to the contrary notwithstanding, the Lenders may from time to time, at the direction of the Majority Lenders (but with no obligation), at the request of the Borrower or pursuant to clause (b) below, make RC Loans to the Borrower (in connection with a cash management program or otherwise), in excess of the Borrowing Base (such excess RC Loans are herein referred to collectively as “Overadvances”); provided that, the Lender shall make no Overadvance if, after giving effect to such Overadvance, the total amount of the outstanding RC Loans and LC Obligations would exceed the lesser of (x) the Borrowing Base plus $5,000,000 or (y) the RC Commitment; provided further, all Overadvances shall be due and payable upon the earlier of (i) Borrower Representative, on its own behalf demand and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, fifteen (15) days after such Overadvance is made. All Overadvances shall be Base Rate Loans bearing interest at the Base Rate plus the Applicable Margin. (b) Overadvances may be made even if the conditions precedent set forth in its sole discretion, makes Revolving Credit Loans on behalf Section 4.2 (Requirements for Each Loan/Letter of Lenders, Credit) have not been satisfied if Administrative Agent, in its reasonable credit judgment, deems that the Majority Lenders deem such Revolving Credit Loans are Overadvances necessary or desirable (ai) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (bii) to enhance the likelihoodlikelihood of, or maximize the amount of, repayment of the Loans and the other Secured Obligations, or (ciii) to pay any other amount chargeable to or required to be paid by the Borrowers or any of them pursuant to the terms of this Agreement, including without limitation payments of reimbursable expenses (including costs, fees fees, and expenses expenses) and other sums payable under the Loan Documents. Nothing in this Section 2.2 shall be construed as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making waiver of any such Revolving Credit LoanDefault or Event of Default, the Borrowing Base (such Loan if any, that may have occurred or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountcontinuing.

Overadvances. Insofar The Administrative Agent shall not, without the prior consent of Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) Borrower Representative, on its own behalf and on behalf cause the aggregate amount of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion the Revolving Exposure to make Revolving Credit Loans to Borrowers exceed the Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent, in its sole discretion, makes Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent shall enter deems it necessary or advisable in its discretion to do so, provided, that: (a) the total principal amount of the Overadvances to the Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such Overadvances as debits in actual knowledge that the Loan Account. All Overadvances shall be repaid on demandconditions precedent have not been satisfied, shall be secured by the Collateral not exceed an amount equal to $5,000,000 outstanding at any time and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless otherwise consented to by all Lenders, no Overadvances sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be permitted entitled to recover such funds, on demand from the extent Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance; provided, that such Overadvances would cause Administrative Agent is acting in accordance with the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountterms of this Section 10.10.

Overadvances. Insofar (a) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial US Revolving Credit Exposure to the US Borrower exceeds the US Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the US Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “US Overadvance”); provided that, no US Overadvance shall result in a Default or Event of Default for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) Borrower Representativethe Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrowers exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its own behalf and sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrowers, on behalf of all other Borrowersthe relevant Lenders (any such Revolving Loan, may request and a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default for as long as such Canadian Overadvance remains outstanding in accordance with the terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be an ABR Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be an Canadian Prime Rate Borrowing. The authority of the Administrative Agent to make Canadian Overadvances is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of the Canadian Borrowing Base in effect at such time. Each Canadian Overadvance shall mature and be due on the earliest of (as provided belowi) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall cause the Initial Canadian Revolving Credit Exposure of any Initial Canadian Revolving Lender to exceed such Initial Canadian Revolving Lender’s Initial Canadian Commitment. (c) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial European Revolving Credit Exposure to the European Borrowers exceeds the European Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may be willing in its sole and absolute discretion (but without any obligation to do so), make Revolving Loans to the European Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “European Overadvance”); provided that, no European Overadvance shall result in a Default or Event of Default for as long as such European Overadvance remains outstanding in accordance with the terms of this paragraph. European Overadvances shall be denominated in Dollars, Euros or Sterling. Any European Overadvance denominated in Dollars shall be an ABR Borrowing. Any European Overadvance denominated in Euros or Sterling shall be an LIBO Rate Borrowing. The authority of the Administrative Agent to make European Overadvances is limited to an aggregate amount not to exceed, when taken together with any European Protective Advances 10% of the European Borrowing Base in effect at such time. Each European Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Loans to Borrowers or Maturity Date, (ii) written demand by the Administrative Agent, in its sole discretion, makes Agent and (iii) 30 days after the date on which such European Overadvance is made; it being understood and agreed that no European Overadvance shall cause the Initial European Revolving Credit Loans on behalf Exposure of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that any Initial European Revolving Lender to exceed such Initial European Revolving Credit Loans are necessary or desirable Lender’s Initial European Commitment. (ad) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Upon the making of any such Revolving Credit LoanOveradvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Borrowing Base (such Loan Administrative Agent without recourse or Loans being herein referred to individually as warranty, an “undivided interest and participation in the relevant US Overadvance” and collectively, Canadian Overadvance or European Overadvance, as “Overadvances”)applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent Agent, shall enter fund such Overadvances as debits in participation to the Loan Account. All Overadvances shall be repaid on demand, Administrative Agent. (e) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute a US Obligation hereunder. Any Each Canadian Overadvance made pursuant to the terms hereof shall be made secured by all Revolving Credit Lenders ratably the Lien on the Canadian Collateral in accordance with their respective Pro Rata Percentagesfavor of the Administrative Agent and shall constitute a Canadian Obligation. Each European Overadvance shall be secured by the Lien on the European Collateral in favor of the Administrative Agent and shall constitute a European Obligation hereunder. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented obligate the Administrative Agent to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountmake any Overadvance on any other occasion.

Overadvances. Insofar as (ia) Borrower RepresentativeAny provision of this Agreement to the contrary notwithstanding, on at the request of the Borrower, the Administrative Agent may in its own behalf and sole discretion (but with absolutely no obligation), on behalf of all other Borrowersthe Revolving Lenders, may request and Administrative Agent (as provided belowx) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or the Borrower in amounts that exceed Availability (ii) Administrative Agent, in its sole discretion, makes any such excess Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”)) or (y) deem the amount of Revolving Loans outstanding to the Borrower that are in excess of Availability to be Overadvances; provided that, Administrative Agent no Overadvance shall enter result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if the condition precedent set forth in the Loan AccountSection 4.02(c) has not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentagesconstitute CBFR Borrowings. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be obligate the Administrative Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $2,000,000 at any time, no Overadvance may remain outstanding for more than sixty thirty (6030) consecutive daysdays and no Overadvance shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. (iib) unless otherwise consented Upon the making of an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to by all Lenderssuch Overadvance), no Overadvances each Revolving Lender shall be permitted deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the extent that Administrative Agent without recourse or warranty, an undivided interest and participation in such Overadvances would cause the Aggregate Revolving Extensions Overadvance in proportion to exceed its Applicable Percentage of the Revolving Credit Maximum AmountCommitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Overadvance.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, the Administrative Agent (as provided belowafter consultation with and consent of the Collateral Agent) may make (or cause to be willing in its sole and absolute discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems intentionally and with actual knowledge that such Revolving Loans or Letters of Credit Loans are necessary or desirable will cause (a) the total outstanding Revolving Exposure to protect all exceed the Borrowing Base, or any portion of the Collateral, (b) Excess Availability to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8be less than $15.0 million, in each case, at a time when case as the unpaid balance of Revolving Credit Loans plus Administrative Agent and the LC Amount exceeds, Collateral Agent may deem necessary or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base advisable in their collective discretion (such Loan or Loans being herein referred to individually as each an “Overadvance” and collectively, as collectively the “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demandprovided, 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, that: (i) unless otherwise consented the total principal amount of the Overadvances to by Majority 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, Overadvances (A) no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (iiB) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless otherwise consented 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 by all Lendersrecover such funds, no 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 permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to any Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except, that, Administrative Agent (as provided belowafter consultation with the Collateral Agent) may make (or cause to be willing in its sole and absolute discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of LendersLenders (each an "Overadvance" and collectively, if the "Overadvances"), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent (after consultation with the Collateral Agent, ) may deem necessary or advisable in its reasonable credit judgmentdiscretion, deems that such Revolving Credit Loans are necessary or desirable provided, that: (a) to protect all or any portion the total principal amount of the CollateralOveradvances to any Borrower which 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 $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 Revolving Exposure of a Lender to exceed such Lender's Revolving Commitment, (b) to enhance without the likelihood, or maximize the amount of, repayment consent of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingLenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, and days (ii) no Overadvance shall be made at any time an Event of Default shall exist and (iii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless otherwise consented sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to by all Lendersrecover such funds, no on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to 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 Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the time (unless otherwise objected to by the Required Lenders in writing), the Administrative Agent may in its discretion in order to preserve and protect the Collateral or to preserve and protect the business of the Borrowers, require all Revolving Lenders to honor requests or deemed requests by the Borrowers for Revolving Credit Loans at a time when an Overadvance exists or which would result in an Overadvance and each Lender shall be obligated to continue to fund its Commitment Percentage of such Revolving Credit Loans not to exceed a maximum amount outstanding equal to its Commitment so long as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and such Overadvance is not known by the Administrative Agent to exceed five percent (as provided below5%) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentof the then Aggregate Borrowing Base, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or the aggregate outstanding at any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive daystime, and (ii) such Overadvance is not outstanding for more than forty-five (45) consecutive days (unless the Required Lenders otherwise consented 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 by all Lendersany Unpaid Reimbursement Obligations, no Overadvances or (2) result in any claim or liability against the Administrative Agent (regardless of the amount of 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 be permitted to constitute an Event of Default hereunder (unless the extent that Required Lenders otherwise agree). The making of any Overadvance is for the benefit of the Borrowers; such Overadvances would cause constitute Loans and Obligations hereunder. The making of any Overadvance on any one occasion shall not obligate the Aggregate Revolving Extensions Administrative Agent or the Lenders to make other Overadvances on any other occasion or to permit any such Overadvance to remain outstanding. In no event shall the Total Facility Usage (including any Overadvance and after giving effect to all amounts requested) exceed the Revolving Credit Maximum AmountTotal Commitment.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and Administrative Agent (as provided below) 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 or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount 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 collectively, as “"Overadvances”"), Administrative . 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 Loan Percentages. Overadvances in the aggregate amount of $15,000,000 or less may be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of $15,000,000 or more shall require the consent of Majority Lenders. All Overadvances shall be repaid on demand, shall be secured by the Collateral demand 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) unless otherwise consented to by Majority Lendersin no event, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no (x) shall any Overadvances be outstanding for more than 60 consecutive days, (y) after all outstanding Overadvances have been repaid, shall be permitted Agent or Lenders make any additional Overadvances unless 5 days or more have expired since the last date on which any Overadvances were outstanding, or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent that such Overadvances Revolving Credit Loans would cause the Aggregate Revolving Extensions to exceed a ▇▇▇▇▇▇'s share of the Revolving Credit Maximum AmountLoans to exceed such ▇▇▇▇▇▇'s Revolving Loan Commitment minus such ▇▇▇▇▇▇'s Revolving Loan Percentage of the LC Exposure, unless such Lender consents thereto.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as (iapplicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to any Borrower Representative, on its own behalf and 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 other BorrowersLenders, may request and except that the Administrative Agent (as provided belowafter consultation with the Collateral Agent) may make (or cause to be willing in its sole and absolute discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as the Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by (after consultation with the Collateral Agent) may deem necessary or advisable in its discretion, provided, that: (a) 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 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, (ii) no Overadvance shall be made at any time an Event of Default shall exist and (iii) 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, (c) the Administrative Agent shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c), and (iid) unless otherwise consented the Collateral Agent must consent to by all Lenderssuch Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, no that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar as (a) None of the Administrative Agent, the Collateral Agent and the Revolving Credit Lenders shall have any obligation to make any Revolving Credit Loan (including, without limitation, any Swingline Loan) or to provide any Letter of Credit if an Overadvance would result. (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the Borrowers without the consent of the Lenders and each Lender shall be bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit Loan and [an]a Revolving Obligation. Each Revolving Credit Lender shall participate in each Permitted Overadvance (including each Permitted Overadvance made under SECTION 2.06(a) through the settlement thereof pursuant to SECTION 2.22). The obligation of each Revolving Credit Lender to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, any Issuing Bank, the Swingline Lender, the Borrower Representativeor any other Person for any reason whatsoever, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf the occurrence or continuance of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable occurrence, event or condition (including the failure to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described satisfy any condition set forth in Sections 3.7 and 3.8, in each case, at a time when SECTION 4.02). The making of any such Permitted Overadvance on any one occasion shall not obligate the unpaid balance of Administrative Agent or any Revolving Credit Loans plus the LC Amount exceedsLender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding, or would exceed with nor shall the making of any such Revolving Credit Loan, Permitted Overadvance modify or abrogate the Borrowing Base Borrowers’ obligations under SECTION [2.17(a)]2.17(a) and SECTION 2.17(b) hereof. (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), c) The making by the Administrative Agent of a Permitted Overadvance shall enter such Overadvances as debits in not modify or abrogate any of the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, provisions of (i) unless otherwise consented SECTION 2.13(g) regarding the Revolving Credit Lenders’ obligations to by Majority Lenderspurchase participations with respect to Letter of Credit Disbursements, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and or (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed SECTION 2.06 and SECTION 2.22 regarding the Revolving Credit Maximum AmountLenders’ obligations with respect to participations in Swingline Loans and settlements thereof.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf If the aggregate Outstanding Amount of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make the Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, exceeds the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively”) at any time, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances excess amount shall be repaid payable by the Borrowers on demanddemand by the Administrative Agent, but all such excess Revolving Credit Loans shall be nevertheless constitute Senior Credit Obligations secured by the Collateral and shall bear interest as provided entitled to all benefits of the Loan Documents. Unless its authority has been revoked in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to writing by Required Lenders, the terms hereof shall be made by all Administrative Agent may require the Revolving Credit Lenders ratably to honor (pro rata in accordance with their respective Pro Rata Applicable Percentages. The foregoing notwithstanding) requests for Overadvance Loans and forbear from requiring the Borrowers to cure an Overadvance, when no other Event of Default is known to the Administrative Agent, as long as (i) unless otherwise consented to by Majority Lenders, Overadvances shall the Overadvance does not be outstanding continue for more than sixty 45 consecutive days (60) and no Overadvance may exist for at least five consecutive daysdays thereafter before further Overadvance Loans are required), and (ii) unless otherwise consented the Overadvance is not known by the Administrative Agent to by exceed, when taken together with all LendersProtective Advances, the lesser of (x) $15,000,000 and (y) an amount equal to 10.00% of the Borrowing Base. In no Overadvances event shall Overadvance Loans be permitted to the extent required that such Overadvances would cause the Aggregate Revolving Extensions to exceed (A) the aggregate Outstanding Amount of the Revolving Credit Maximum AmountLoans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Revolving Credit Lender’s Revolving Credit Commitment or (B) the Total Revolving Credit Outstandings to exceed (x) the Revolving Credit Facility minus (y) the Availability Reserve in the Administrative Agent’s Credit Judgment at such time. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(b) or authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvance Loans made under this Section 2.01(b) may be made in the form of Swing Line Loans in accordance with Section 2.04.

Overadvances. Insofar (a) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Revolving Credit Exposure exceeds the North American Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to any North American Borrower, on behalf of the Initial Revolving Lenders (any such Revolving Loan, an “Overadvance”); provided that, no Overadvance shall result in a Default or Event of Default for as long as such Overadvance remains outstanding in accordance with the terms of this paragraph. All Overadvances to the US Borrower denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Overadvances to the Canadian Borrower denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed, when taken together with any Protective Advances, 10% of the North American Borrowing Base in effect at such time; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Required Lenders may at any time restore the Administrative Agent’s authorization to make Overadvances by written notice to the Administrative Agent thereof. Each Overadvance shall mature and be due on the earliest of (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make the Initial Revolving Credit Loans to Borrowers or Maturity Date, (ii) written demand by the Administrative AgentAgent and (iii) thirty (30) days after the date on which such Overadvance is made. No Overadvance may be made if, in its sole discretionafter giving effect thereto, makes such Overadvance shall cause (A) the aggregate amount of outstanding Protective Advances and Overadvances to exceed 10% of the North American Borrowing Base, (B) the Initial Revolving Credit Loans on behalf Exposure of Lendersany Initial Revolving Lender to exceed such Initial Revolving Lender’s Initial Commitment, if Administrative Agent, in its reasonable credit judgment, deems that such (C) the aggregate Initial Revolving Credit Loans are necessary Exposure of all Initial Revolving Lenders to exceed the Aggregate North American Commitment or desirable (aD) the Total Revolving Credit Exposure to protect all or any portion of exceed the Collateral, Aggregate Commitment. (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or [Reserved]. (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Upon the making of any such Overadvance, each Initial Revolving Credit LoanLender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits without recourse or warranty, an undivided interest and participation in the Loan Account. All Overadvances relevant Overadvance in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall be repaid on demand, fund such participation to the Administrative Agent. (d) Each Overadvance shall be secured by the Liens on the North American Collateral in favor of the Administrative Agent 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 Percentagesconstitute a North American Obligation hereunder. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented obligate the Administrative Agent to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountmake any Overadvance on any other occasion.

Overadvances. Insofar (a) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Revolving Credit Exposure exceeds the North American Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to any North American Borrower, on behalf of the Initial Revolving Lenders (any such Revolving Loan, an “Overadvance”); provided that, no Overadvance shall result in a Default or Event of Default for as long as such Overadvance remains outstanding in accordance with the terms of this paragraph. All Overadvances to the US Borrower denominated in Dollars shall be ABR Borrowings or Canadian Base Rate Borrowings, as applicable, and all Overadvances to the Canadian Borrower denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed, when taken together with any Protective Advances, 10% of the North American Borrowing Base in effect at such time; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof; provided that, the Required Lenders may at any time restore the Administrative Agent’s authorization to make Overadvances by written notice to the Administrative Agent thereof. Each Overadvance shall mature and be due on the earliest of (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make the Initial Revolving Credit Loans to Borrowers or Maturity Date, (ii) written demand by the Administrative AgentAgent and (iii) thirty (30) days after the date on which such Overadvance is made. No Overadvance may be made if, in its sole discretionafter giving effect thereto, makes such Overadvance shall cause (A) the aggregate amount of outstanding Protective Advances and Overadvances to exceed 10% of the North American Borrowing Base, (B) the Initial Revolving Credit Loans on behalf Exposure of Lendersany Initial Revolving Lender to exceed such Initial Revolving Lender’s Initial Commitment, if Administrative Agent, in its reasonable credit judgment, deems that such (C) the aggregate Initial Revolving Credit Loans are necessary Exposure of all Initial Revolving Lenders to exceed the Aggregate North American Commitment or desirable (aD) the Total Revolving Credit Exposure to protect all or any portion of exceed the Collateral, Aggregate Commitment. (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or [Reserved]. (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Upon the making of any such Overadvance, each Initial Revolving Credit LoanLender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent without recourse or warranty, an undivided interest and participation in #94513555v35 the relevant Overadvance in proportion to its Applicable Percentage and, upon demand by the Administrative Agent, shall enter fund such Overadvances as debits in participation to the Loan Account. All Overadvances shall be repaid on demand, Administrative Agent. (d) Each Overadvance shall be secured by the Liens on the North American Collateral in favor of the Administrative Agent 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 Percentagesconstitute a North American Obligation hereunder. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented obligate the Administrative Agent to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountmake any Overadvance on any other occasion.

Overadvances. Insofar as (i) Borrower RepresentativeAgent may make voluntary Overadvances without the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, on its own behalf 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 on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, either (A) the outstanding Revolving Credit Loans to Borrowers Facility Usage would not exceed the Maximum Revolving Amount by more than $1,000,000 or (iiB) Administrative Agent, in its sole discretion, makes (y) the outstanding Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay Facility Usage would not exceed any other amount chargeable proposed by Agent and agreed to Borrowers 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 foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this AgreementSection 2.1(l) shall be subject to the same terms and conditions as any other Agent Advance or Agent Loan, including as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c) without limitation costsregard to the presence or absence of a Default or Event of Default; provided, fees and expenses as described in Sections 3.7 and 3.8, in each casethat the Required Lenders may, at a time when any time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the unpaid balance of Revolving Credit Loans plus the LC Amount exceedsapplicable Loan Account for interest, fees, or would exceed with Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a waiver of 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 excess, Agent shall notify Lenders as soon as practicable (and prior to making any such Revolving Credit Loan(or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the Borrowing Base (such Loan or Loans being herein referred outstanding principal amount of the Advances to individually as Borrower to an “amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances terms of reduction and/or repayment thereof shall be repaid on demand, implemented according to the determination of the Required Lenders. Each Lender shall be secured by the Collateral and shall bear interest obligated to settle with Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant Section 2.1(l), and any Overadvances resulting from the charging to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingapplicable Loan Account of interest, (i) unless otherwise consented to by Majority Lendersfees, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountor Lender Group Expenses.

Overadvances. Insofar as (i) Borrower RepresentativeNotwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this Section 2.1(d), on at the request of the Administrative Borrower, the Administrative Agent may in its own behalf and sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agentthe Lenders, in its sole discretion, makes amounts that exceed Availability (any such excess Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, collectively as “Overadvances”); provided that (i) the aggregate amount of Overadvances outstanding at any time, together with the aggregate amount of Agent Advances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Overadvances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Overadvance on the earlier of demand by the Administrative Agent shall enter and 30 days after such Overadvances as debits were funded. Overadvances may be made even if the conditions precedent set forth in the Loan AccountSection 4.2 have not been satisfied. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute Obligations hereunder. All Overadvances shall be Base Rate Advances. The Administrative Agent’s authorization to make Overadvances may be revoked at any time by the Required Lenders. Any Overadvance made pursuant to such revocation must be in writing and shall become effective prospectively upon the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and Administrative Agent’s receipt thereof. (ii) unless otherwise consented to by all LendersUpon the making of an Overadvance (whether before or after the occurrence of a Default), no Overadvances each Lender shall be permitted deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the extent that Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvances would cause Overadvance in proportion to its Revolving Commitment Ratio. The Administrative Agent may, at any time (and shall, on at least a weekly basis when any Overadvance is outstanding), require the Aggregate Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Extensions to exceed Commitment Ratio of all payments of principal and interest and all proceeds of Collateral received by the Revolving Credit Maximum AmountAdministrative Agent in respect of such Overadvance.

Overadvances. Insofar as (ia) Notwithstanding anything to the contrary contained in this Agreement, if the Borrower Representativeshall request that Credit Parties make, on its own behalf and on behalf of all other Borrowersor permit to remain outstanding, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make any Swingline Loans, Revolving Credit Loans to Borrowers or (ii) Letters of Credit which shall cause an Overadvance, the Administrative AgentAgent may, in its sole discretion, makes elect to make, or permit to remain outstanding such Overadvance to the extent such Overadvance constitutes a Permitted Overadvance. If a Permitted Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Revolving Credit Loans on behalf Lenders shall be bound to make, or permit to remain outstanding, such Permitted Overadvance based upon their Revolving Commitment Percentage in accordance with the terms of Lendersthis Agreement, if Administrative Agent, regardless of whether the conditions to lending set forth in its reasonable credit judgment, deems that such SECTION 4.03 have been met. A Permitted Overadvance may be made as a Revolving Credit Loans are necessary Loan, a Swingline Loan or desirable as an issuance of a Letter of Credit and each Revolving Credit Lender (aincluding the Swingline Lender) and each Issuing Bank, as applicable, agrees to protect all make any such requested Revolving Credit Loan, Swingline Loan or Letter of Credit available to the Borrower. The obligation of each Revolving Credit Lender (including the Swingline Lender) and each Issuing Bank, as applicable, to participate in each Permitted Overadvance shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Person may have against any other Credit Party, the Borrower or any portion of the Collateralother Person for any reason whatsoever, (bii) to enhance the likelihood, occurrence or maximize the amount of, repayment continuance of the Loans and the other Obligationsa Default, or (ciii) to pay any other amount chargeable to Borrowers pursuant to this Agreementoccurrence, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, event or would exceed with the condition. The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Revolving Credit LoanLender 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 nor authorized to enforce any of its terms. (b) No Permitted Overadvance shall modify or abrogate any of the provisions of (i) SECTION 2.11(d) or SECTION 2.11(g) regarding the Revolving Credit Lenders’ obligations to reimburse any Letter of Credit Disbursement and purchase participations with respect to Letter of Credit Disbursements, respectively, or (ii) SECTION 2.06 and SECTION 2.20 regarding the Borrowing Base Revolving Credit Lenders’ obligations with respect to participations in Swingline Loans and settlements thereof. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against the Administrative Agent for any “inadvertent Overadvances” resulting from changed circumstances beyond the control of the Administrative Agent (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”a reduction in the value of Collateral included in the Revolving Credit Borrowing Base)), Administrative Agent and such “inadvertent Overadvances” shall enter such not reduce the amount of Permitted Overadvances as debits in the Loan Account. allowed hereunder. (c) All Permitted Overadvances shall be repaid payable by the Borrower on demand, demand by Administrative Agent or the Required Revolving Credit Lenders. All other Overadvances (other than Permitted Overadvances) shall be payable in accordance with the requirements of SECTION 2.15(a). All Permitted Overadvances and other Overadvances shall constitute Obligations secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant entitled to all benefits of the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum AmountLoan Documents.

Overadvances. Insofar as (iA) Borrower Representative, on its own behalf and on behalf If at any time the aggregate principal balance of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with the making of any such Revolving Credit Loan, exceeds the Borrowing Base (such Loan or Loans being herein referred to individually including as a result of a reduction in the FILO Amount) (an “Overadvance” and collectively, as “Overadvances”), the excess amount shall be payable by the Borrowers on demand by the Administrative Agent shall enter such Overadvances as debits in the Loan AccountAgent. All Overadvances Overadvance Loans shall be repaid on demand, shall be constitute Obligations secured by the Collateral and shall bear interest be entitled to all benefits of the Loan Documents. (B) The Administrative Agent may, in its discretion (but shall have absolutely no obligation to), require Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance as provided in this Agreement for Revolving Credit Loans generally. Any long as (a) such 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) unless otherwise consented to by Majority Lenders, Overadvances shall does not be outstanding continue for more than sixty (60) 30 consecutive days, days and (iib) unless otherwise consented to by all Lendersthe aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time, do not exceed ten percent (10.0%) of the Commitments then in effect. Overadvance Loans may be required even if the conditions set forth in Section 5.02 have not been satisfied. In no Overadvances event shall Overadvance Loans be permitted to the extent required that such Overadvances would cause the Aggregate Total Revolving Extensions Credit Outstandings to exceed the Aggregate Revolving Credit Maximum AmountCommitments. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans to any or all Borrowers by written notice to the Administrative Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.

Overadvances. Insofar as 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 (iincluding Swing Loans) to Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole discretion. The Advances and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative AgentSwing Loans, in its sole discretionas applicable, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers made pursuant to this AgreementSection 2.1(l) shall be subject to the same terms and conditions as any other Agent Advance or Swing Loan, including as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without limitation costsregard 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, fees regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and expenses as described in Sections 3.7 prior to making any (or any further) intentional Overadvances (except for and 3.8excluding amounts charged to the applicable Loan Account for interest, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceedsfees, or Lender Group Expenses) unless Agent determines that prior notice would exceed result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the making terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any such Revolving Credit LoanOveradvance, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances terms of reduction and/or repayment thereof shall be repaid on demand, implemented according to the determination of the Required Lenders. Each Lender shall be secured by the Collateral and shall bear interest obligated to settle with Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant Section 2.1(l), and any Overadvances resulting from the charging to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingapplicable Loan Account of interest, (i) unless otherwise consented to by Majority Lendersfees, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountor Lender Group Expenses.

Overadvances. Insofar Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swing Line Lender, as (iapplicable, from making) Borrower Representative, on its own behalf and any Revolving Loans or provide any Letters of Credit to NewPageCo on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swing Line Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders (other Borrowersthan Sponsor Affiliated Lenders), may request and except, that, Administrative Agent may make (as provided belowor cause to be made) may be willing in its sole and absolute discretion to make such additional Revolving Loans or Swing Line Loans or provide such additional Letters of Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the Overadvances to NewPageCo which 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 enter such Overadvances as debits in not exceed the Loan Account. All Overadvances shall be repaid on demand, shall be secured by amount equal to $20,000,000 outstanding at any time less the Collateral then outstanding amount of any Special Agent Advances and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding(other than Sponsor Affiliated Lenders), (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless otherwise consented sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to by all Lendersrecover such funds, no on demand from NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.10. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such Overadvance provided, that Administrative Agent is acting in accordance with the terms of this Section 10.9. All Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountsecured by Collateral.

Overadvances. Insofar as (i) Borrower RepresentativeThe Borrowers may request of the Agent in writing from time to time that the Lenders make loans to the Borrowers at a time, on its own behalf or the Agent may permit loans, when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding to exceed the Borrowing Base. Any such written notice from the Borrowers to the Agent as contemplated by the immediately preceding sentence shall set forth the dollar amount of such contemplated overadvance, and, such notice shall be provided to the Agent at least five (5) Business Days prior to the Borrower's intended borrowing creating such overadvance. The Agent, as agent for and on behalf of all other Borrowersthe Lenders, may shall consider any such request and Administrative Agent (as provided below) may be willing determine to make such loan or loans in its sole and absolute discretion unrestricted discretion, subject to make Revolving Credit Loans to Borrowers or clause (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that this Section 2.7. Any such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion overadvances shall be made for the debit account of each of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans Lenders and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when Lenders shall reimburse the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Agent for the making of any such Revolving Credit Loan, loan as though such loan were a Loan duly made in accordance with the Borrowing Base terms of this Agreement (any such Loan loan or Loans loans being herein referred to individually as an “"Overadvance” " and collectively, collectively as “"Overadvances”"), Administrative . The Agent shall enter such Overadvances Overadvances, along with all interest, expenses and charges relating thereto, as debits in the Loan Account. All Overadvances shall be repaid on demandbear interest at a rate per annum equal to 2.00% above the Base Rate in effect from time to time provided that if any Overadvance or any portion thereof is not paid when due, shall be secured by then the Collateral and unpaid balance of such overadvance shall bear interest, in lieu of interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant otherwise payable, to the terms hereof shall be made extent permitted by all Revolving Credit Lenders ratably law, compounded monthly at an interest rate equal to 4% above the Base Rate in accordance with their respective Pro Rata Percentageseffect from time to time after such overadvance or any portion thereof becomes overdue. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Interest on Overadvances shall be permitted payable, jointly and severally, by the Borrowers to the extent that 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 Overadvances would cause date on the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.unpaid balance of principal of any

Overadvances. Insofar as (i) the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, Borrower at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Amount Exposure exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (and even if a Default or Event of Default has occurred or is continuing or the Borrower is unable to satisfy the conditions to borrowing set forth in Section 4.01 after the Closing Date) (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent shall enter make such Overadvances as debits in available to the Loan AccountBorrower. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Credit Loans generally. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided, that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All Overadvances shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit the Lenders ratably in accordance with their respective Pro Rata Revolving Facility Percentages. The foregoing notwithstanding, in no event (iw) unless otherwise consented to by Majority the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, in the aggregate exceed 5.0% of the then applicable Borrowing Base, (x) shall any Overadvances shall not be outstanding for more than sixty (60) 45 consecutive days, and (iiy) unless otherwise consented to by all the Required Lenders, no after all outstanding Overadvances have been repaid, shall be permitted the Administrative Agent make any additional Overadvances unless 10 days or more have expired since the last date on which any Overadvances were outstanding or (z) unless otherwise consented to by each affected Lender, shall the Administrative Agent make Revolving Loans on behalf of the applicable Lenders under this Section 2.01(b) to the extent that such Overadvances Revolving Loans would cause a Lender’s share of the Aggregate Revolving Extensions Facility Credit Exposure to exceed such Lender’s Revolving Commitment or the aggregate principal amount of Revolving Credit Maximum AmountLoans exceed the aggregate Revolving Commitments.

Overadvances. Insofar as (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as “Overadvances”), Administrative Agent shall enter such Overadvances as debits in the Loan Account; provided, that the aggregate amount of Overadvances outstanding at any time shall not exceed 10% of the Borrowing Base. All Overadvances shall be repaid on promptly following demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than sixty ten (6010) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) Borrower Representative, on its own behalf and on behalf cause the aggregate amount of all other Borrowers, may request and Administrative Agent (as provided below) may be willing in its sole and absolute discretion the Revolving Exposure to make Revolving Credit Loans to Borrowers exceed the Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent, in its sole discretion, makes Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable Lenders (a) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the 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 an “Overadvance” and collectively, as the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent shall enter Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the total principal amount of the Overadvances to the Borrowers which Administrative Agents may make or provide (or cause to be made or provided) after obtaining such Overadvances as debits in actual knowledge that the Loan Account. All Overadvances shall be repaid on demandconditions precedent have not been satisfied, shall be secured by not exceed the Collateral amount equal to $30 million outstanding at any time and shall bear interest as provided in this Agreement for not cause the Revolving Credit Loans generally. Any Overadvance made pursuant Exposure to exceed the terms hereof shall be made by Revolving Commitments of all of the Lenders or the Revolving Credit Lenders ratably in accordance with their respective Pro Rata Percentages. The foregoing notwithstandingExposure of a Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Lenders, (i) unless otherwise consented to by Majority Lenders, Overadvances no Overadvance shall not be outstanding for more than sixty (60) consecutive days, days and (ii) after all Overadvances have been repaid, Administrative Agents shall not make any additional Overadvance unless otherwise consented to by all Lenders, no Overadvances sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agents shall be permitted entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). Each Lender shall be obligated to pay such Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that such Administrative Agent is acting in accordance with the terms of this Section 10.10 and provided further, if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to the extent that 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 would cause and other Credit Extensions shall constitute part of the Aggregate Revolving Obligations and (ii) the Canadian Borrower shall under all circumstances remain liable for all Overadvances and any other Credit Extensions to exceed made in excess of the Revolving 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 Maximum AmountExtensions shall constitute part of the Canadian Obligations.

Overadvances. Insofar (a) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial US Revolving Credit Exposure to the US Borrower exceeds the US Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its sole discretion (but without any obligation to do so), make Revolving Loans to the US Borrower, on behalf of the relevant Lenders (any such Revolving Loan, a “US Overadvance”); provided that, no US Overadvance shall result in a Default or Event of Default for as long as such US Overadvance remains outstanding in accordance with the terms of this paragraph. US Overadvances shall be denominated in Dollars shall be ABR Borrowings. The authority of the Administrative Agent to make US Overadvances is limited to an aggregate amount not to exceed, when taken together with any US Protective Advances 10% of the US Borrowing Base in effect at such time. Each US Overadvance shall mature and be due on the earliest of (i) Borrower Representativethe Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such US Overadvance is made; it being understood and agreed that no US Overadvance shall cause the Initial US Revolving Credit Exposure of any Initial US Revolving Lender to exceed such Initial US Revolving Lender’s Initial US Commitment. (b) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial Canadian Revolving Credit Exposure to the Canadian Borrowers exceeds the Canadian Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may in its own behalf and sole discretion (but without any obligation to do so), make Revolving Loans to the Canadian Borrowers, on behalf of all other Borrowersthe relevant Lenders (any such Revolving Loan, may request and a “Canadian Overadvance”); provided that, no Canadian Overadvance shall result in a Default or Event of Default for as long as such Canadian Overadvance remains outstanding in accordance with the terms of this paragraph. Canadian Overadvances shall be denominated in Dollars or Canadian Dollars. Any Canadian Overadvance denominated in Dollars shall be an ABR Borrowing. Any Canadian Overadvance denominated in Canadian Dollars shall be an Canadian Prime Rate Borrowing. The authority of the Administrative Agent to make Canadian Overadvances is limited to an aggregate amount not to exceed, when taken together with any Canadian Protective Advances 10% of the Canadian Borrowing Base in effect at such time. Each Canadian Overadvance shall mature and be due on the earliest of (as provided belowi) the Initial Revolving Credit Maturity Date, (ii) written demand by the Administrative Agent and (iii) 30 days after the date on which such Canadian Overadvance is made; it being understood and agreed that no Canadian Overadvance shall cause the Initial Canadian Revolving Credit Exposure of any Initial Canadian Revolving Lender to exceed such Initial Canadian Revolving Lender’s Initial Canadian Commitment. (c) Notwithstanding anything to the contrary in this Agreement, if the sum of the Initial European Revolving Credit Exposure to the European Borrowers exceeds the European Borrowing Base, at the request of the Lead Borrower, the Administrative Agent may be willing in its sole and absolute discretion (but without any obligation to do so), make Revolving Loans to the European Borrowers, on behalf of the relevant Lenders (any such Revolving Loan, a “European Overadvance”); provided that, no European |NY\7652510.20US-DOCS\114316435.10|| Overadvance shall result in a Default or Event of Default for as long as such European Overadvance remains outstanding in accordance with the terms of this paragraph. European Overadvances shall be denominated in Dollars, Euros or Sterling. Any European Overadvance denominated in Dollars shall be an ABR Borrowing. Any European Overadvance denominated in Euros or Sterling shall be an LIBO Rate Borrowing. The authority of the Administrative Agent to make European Overadvances is limited to an aggregate amount not to exceed, when taken together with any European Protective Advances 10% of the European Borrowing Base in effect at such time. Each European Overadvance shall mature and be due on the earliest of (i) the Initial Revolving Credit Loans to Borrowers or Maturity Date, (ii) written demand by the Administrative Agent, in its sole discretion, makes Agent and (iii) 30 days after the date on which such European Overadvance is made; it being understood and agreed that no European Overadvance shall cause the Initial European Revolving Credit Loans on behalf Exposure of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that any Initial European Revolving Lender to exceed such Initial European Revolving Credit Loans are necessary or desirable Lender’s Initial European Commitment. (ad) to protect all or any portion of the Collateral, (b) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 3.7 and 3.8, in each case, at a time when the unpaid balance of Revolving Credit Loans plus the LC Amount exceeds, or would exceed with Upon the making of any such Revolving Credit LoanOveradvance, each relevant Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Borrowing Base (such Loan Administrative Agent without recourse or Loans being herein referred to individually as warranty, an “undivided interest and participation in the relevant US Overadvance” and collectively, Canadian Overadvance or European Overadvance, as “Overadvances”)applicable, in proportion to its Applicable Percentage and, upon demand by the Administrative Agent Agent, shall enter fund such Overadvances as debits in participation to the Loan Account. All Overadvances shall be repaid on demand, Administrative Agent. (e) Each US Overadvance shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall bear interest as provided in this Agreement for Revolving Credit Loans generallyconstitute a US Obligation hereunder. Any Each Canadian Overadvance made pursuant to the terms hereof shall be made secured by all Revolving Credit Lenders ratably the Lien on the Canadian Collateral in accordance with their respective Pro Rata Percentagesfavor of the Administrative Agent and shall constitute a Canadian Obligation. Each European Overadvance shall be secured by the Lien on the European Collateral in favor of the Administrative Agent and shall constitute a European Obligation hereunder. The foregoing notwithstanding, (i) unless otherwise consented to by Majority Lenders, Overadvances making of an Overadvance on any one occasion shall not be outstanding for more than sixty (60) consecutive days, and (ii) unless otherwise consented obligate the Administrative Agent to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Extensions to exceed the Revolving Credit Maximum Amountmake any Overadvance on any other occasion.