Common use of Overadvances Clause in Contracts

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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, in no event, unless otherwise consented to by all Revolving Lenders will:

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make (x) any Revolving Facility Loans to the any Borrower at a time when (A) the Total Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving 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”), the Administrative Agent will enter or Required Lenders shall make, or require the Lenders to make, such Overadvances as debits in available to the applicable Loan AccountBorrower. All Overadvances will be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances The foregoing notwithstanding, in no event (i) unless otherwise consented to by the Required Lenders, shall Overadvances, together with the Protective Advances then outstanding, 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 exceed 5.0% of the then applicable Global Borrowing Base, (ii) shall any Overadvances be outstanding for more than 45 consecutive days, (iii) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent; provided that 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). If Overadvances are made in an aggregate 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 more than $10.0 million such permitted Overadvances, but less than $25.0 million may, unless a Default or Event of Default has occurred and is continuing, be made with only for so long as the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Administrative Agent allows such Overadvances to be made after 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 occurrence and during the continuation terms of a Default or Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:this Agreement.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower Borrowers at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower Borrowers by all Revolving Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances Overadvances, together with outstanding Protective Advances, in the an aggregate amount not to exceed 10.0% of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, 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. 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, in no event, unless otherwise consented to by all Revolving Lenders will:

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the Revolving Facility Credit Exposure exceedsaccount of the Borrower), or would on behalf of the Lenders, in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandAgent’s or Lenders’ right to refuse to make any further Swingline Loans, will be secured by the Collateral and will bear interest as provided in this Agreement for Overadvances, Revolving Loans generally. Any or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance made pursuant exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the terms hereof will be made 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 Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in amount of such Overadvance and (iii) the aggregate amount of $10.0 million or less mayOveradvances outstanding at any time, unless when added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances may be made even if a Default or Event of Unmatured Default has occurred and is continuingexists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the solecondition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, reasonable discretion shall bear interest at the default rate set forth in Section 2.12, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.19. The authority of the Administrative AgentAgent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Credit Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion (but with absolutely no obligation) to (i) make Revolving Loans to the Borrower Borrower, on behalf of the Revolving Lenders, at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”)) or (ii) deem the amount of Revolving Loans outstanding that are in excess of the Borrowing Base to be Overadvances, and the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be ABR Loans, will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for ABR Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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, in no event, unless otherwise consented to by all Revolving Lenders will:

Overadvances. Insofar as the a Borrower may request and the Administrative Agent or Required all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the such Borrower at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 2,500,000 or less may, unless a Default or Event of Default has occurred and is continuingcontinuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole, reasonable 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 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 2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default will (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as the (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Borrower 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 Exposure Loans plus the LC Amount 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 will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Revolving Facility Pro Rata 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, in no event(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 Lenders will:Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $10.0 5.0 million but less than $25.0 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 $25.0 10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (x) shall any Overadvances be outstanding for more than 90 consecutive days, (y) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders will: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 such Revolving Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Facility Commitments to be exceeded.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will enter shall make such Overadvances as debits in available to the applicable Loan AccountBorrower. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided that the The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided Overadvances (provided, that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All 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, shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by the Lenders ratably in accordance 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 their Revolving LendersFacility Percentages. The foregoing notwithstanding, in no event, event (w) unless otherwise consented to by 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 be outstanding for more than 45 consecutive days, (y) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall 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 will:under this Section 2.01(b) to the extent such Revolving Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Commitment or the aggregate principal amount of Revolving Loans exceed the aggregate Revolving Commitments.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent Agent, Majority Lenders or Required all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of Five Hundred Thousand Dollars ($10.0 million 500,000) or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 Five Hundred Thousand Dollars ($10.0 million 500,000) but less than One Million Dollars ($25.0 million 1,000,000) may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of One Million Dollars ($25.0 million 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 will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:shall

Overadvances. Insofar as Agent may make voluntary Overadvances without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 written consent of the Required LendersLenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.3(d)(i)(2)(C). Overadvances If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Swing Loans) to Borrowers in an aggregate amount its discretion in accordance with Section 2.3(d)(i)(2)(C). The Advances and Swing Loans, as applicable, that are made pursuant to this Section 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation absence of a Default or Event of Default will require Default. In the consent event Agent obtains actual knowledge that the aggregate amount of all Revolving Advances (including any 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, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing notwithstandingEach Lender shall be 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, in no eventany intentional Overadvances made as permitted under this Section 2.3(h), unless otherwise consented and any Overadvances resulting from the charging to by all Revolving Lenders will:the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Administrative Agent may make (or less maycause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, unless a Default the “Overadvances”), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $7.5 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million mayany 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, unless a Default or Event of Default has occurred and is continuing, be made with (b) without the consent of the Required all Lenders. , (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances in an aggregate amount of $25.0 million have been repaid, 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) Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c) and Overadvances to (d) no such Overadvance shall be made after the occurrence and during Administrative Agent shall have received written notice from the continuation Required Lenders directing it not to make any, or any additional, Overadvances. Each Lender shall be obligated to pay Administrative Agent the amount of a Default or Event its Pro Rata Percentage of Default will require any such Overadvance provided, that Administrative Agent is acting in accordance with the consent terms of all Revolving Lendersthis Section 10.10. The foregoing notwithstanding, in no event, unless otherwise consented to All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base either (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in i) cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base or less may, unless a Default or Event of Default has occurred and is continuing, (ii) be made in the sole, reasonable discretion when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent; provided Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the 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 actual knowledge that the Required Lenders may conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time revoke and shall not cause the Administrative Agent’s authorization Revolving Exposure 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 exceed the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount Revolving Commitments 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 all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). The foregoing notwithstandingEach 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 no eventaccordance with the terms of this Section 10.10 and provided further, unless otherwise consented if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to by all Revolving Lenders will:the CAM Percentage.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders under the Revolving Facility (as provided below) may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $10.0 5.0 million but less than $25.0 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 $25.0 10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (x) shall any Overadvances be outstanding for more than 90 consecutive days, (y) after all outstanding Overadvances have been repaid, shall the Administrative Agent or Lenders will: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 such Revolving Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment or cause the aggregate Revolving Facility Commitments to be exceeded.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower Parties at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower Parties by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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, in no event, unless otherwise consented to by all Revolving Lenders will:

Overadvances. Insofar as If at any time the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make outstanding Revolving Loans cause the Total Utilization of Revolving Commitments to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base then in effect (any such Loan being herein referred to individually as 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 will enter in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) when an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to 10% of the Borrowing Base in effect at the time of the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit. In no event shall Overadvances as debits in be required that would cause the applicable Loan AccountTotal 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 time by the Required Lenders by written notice to the Administrative Agent. All Overadvances will be repaid on demand, will be shall constitute Obligations secured by the Collateral and will bear interest shall 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 Loans generally. Any such Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably remains outstanding in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate terms of this paragraph, but solely with respect to the amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in such Overadvance. The Administrative Agent agrees to use its commercially reasonable best efforts to promptly notify the sole, reasonable discretion Lenders of the Administrative Agentissuance of an Overadvance Loan; provided provided, that the Required Lenders may at Administrative Agent shall have no liability for any time revoke the Administrative Agent’s authorization failure to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and provide 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, in no event, unless otherwise consented to by all Revolving Lenders will:notice.

Overadvances. Insofar as (a) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower may request and Representative, the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but with absolutely no obligation), make Revolving Loans to the Borrower at a time when Borrowers, on behalf of the Revolving Facility Credit Exposure exceedsLenders, or would exceed with the making of any such Revolving Loanin amounts that exceed, as applicable, the Aggregate Borrowing Base, the U.S. Borrowing Base or the Canadian Borrowing Base (any such Loan being excess Revolving Loans are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, the Administrative Agent will enter (i) no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably remains outstanding in accordance with their respective Revolving Facility Percentages. Overadvances in the terms of this paragraph, but solely with respect to the amount of such Overadvance, (ii) that the aggregate amount of $10.0 million outstanding Overadvances shall not, at any time, exceed (x) 5% of the Aggregate Commitments then in effect or less may(y) when aggregated with the aggregate outstanding amount of Protective Advances then outstanding, unless a Default or Event 10% of Default has occurred the Aggregate Commitments then in effect and is continuing, (iii)no Overadvance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall exceed such Lender’s Commitment. Overadvances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. All Overadvances in U.S. Dollars shall be ABR Borrowings and all Overadvances in Canadian Dollars shall be Canadian Prime Rate Borrowings (or, in the solecase of Protective Advances to the Canadian Borrower in Dollars, reasonable discretion Eurodollar Borrowings). Each applicable Borrower shall be required to repay each Overadvance no later than the 30th day after the date of the Administrative Agent; provided that the Required Lenders may at any time revoke the making thereof. The Administrative Agent’s authorization to make future Overadvances; provided that no existing Overadvances will may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of the Domestic Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Domestic Borrower, on behalf of the Revolving Facility Credit Exposure exceedsDomestic Lenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Domestic Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative 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 Domestic Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent will enter permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance, and (iii) in no event shall Overadvances as debits be outstanding for more than 60 days (which days need not be consecutive) in any 120 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the applicable Loan Accountconditions precedent set forth in Section 4.2 have not been satisfied (other than the condition precedent set forth in Section 4.2(d)). All Overadvances will be repaid on demandshall constitute Domestic Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 5,000,000 at any time and no Overadvance shall cause any Lender’s Credit Exposure to exceed its aggregate Commitment or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Domestic Exposure to exceed the Administrative AgentDomestic Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the Revolving Facility Credit Exposure exceedsaccount of the Borrower), or would on behalf of the Lenders, in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandAgent’s or Lenders’ right to refuse to make any further Swingline Loans, will be secured by the Collateral and will bear interest as provided in this Agreement for Overadvances, Revolving Loans generally. Any or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance made pursuant exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the terms hereof will be made 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 Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in amount of such Overadvance and (iii) the aggregate amount of $10.0 million or less mayOveradvances outstanding at any time, unless when added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances may be made even if a Default or Event of Unmatured Default has occurred and is continuingexists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the solecondition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, reasonable discretion shall bear interest at the default rate set forth in Section 2.13, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.20. The authority of the Administrative AgentAgent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as the Borrower may request request, on its own behalf and the Administrative on behalf of each other Co-Borrower and Agent or Required Majority Lenders (as provided below), may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Co-Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of One Million Dollars ($10.0 million 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, reasonable 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 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 One Million Dollars ($10.0 million 1,000,000) but less than Three Million Dollars ($25.0 million 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 with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of Three Million Dollars ($25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than 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 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 will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as If (i) the Borrower may request and U.S. Revolver Usage exceeds the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the U.S. Borrowing Base (any such Loan being herein referred to individually as an a “U.S. Overadvance”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers or Foreign Borrowers, as applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in (b) the aggregate amount of $10.0 million Overadvances existing at any time does not exceed seven and one-half percent (7.5%) of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed twelve and one-half percent (12.5%) of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or less may, unless (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by Agent or Lenders of the Event of Default has occurred and is continuing, caused thereby. In no event shall any Borrower or other Obligor be made in the sole, reasonable discretion deemed a beneficiary of the Administrative Agent; provided that the this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke the Administrative Agent’s authorization authority to make future Overadvances; provided that no existing further 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 Borrowers of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances applicable Borrower Group by written notice 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, in no event, unless otherwise consented to by all Revolving Lenders will:Agent.

Overadvances. Insofar as the Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and the Administrative Agent or Required Lenders may be willing in their its sole and absolute discretion to approve, or as Agent shall otherwise elect to make in its sole and absolute discretion, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Exposure (other than the Cash Collateralized LC Exposure) plus Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative . Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 17,500,000 or less may, unless a Default or Event of Default has occurred and is continuing, may be made in the sole, reasonable 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 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 17,500,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will shall require the consent of all Majority Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving LendersCredit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (x) shall any Overadvances be outstanding for more than 60 consecutive days, (y) after all outstanding Overadvances have been repaid, shall 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 will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Xxxxxx's share of the Revolving Credit Loans to exceed such Xxxxxx's Revolving Loan Commitment minus such Xxxxxx's Revolving Loan Percentage of the LC Exposure, unless such Lender consents thereto.

Overadvances. Insofar as the a Borrower may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the such Borrower at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuingcontinuing (other than a Default or an Event of Default caused by the existence or making of such Overadvance), be made in the sole, reasonable 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 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 5,000,000 but less than $25.0 million 7,500,000 may, unless a Default or an Event of Default has occurred and is continuingcontinuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (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 sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding for more than sixty (60) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the sum of the Dollar Equivalent of the LC Amount and the LC Obligations.

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the Revolving Facility Credit Exposure exceedsaccount of the Borrower), or would on behalf of the Lenders, in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandAgent’s or Lenders’ right to refuse to make any further Swingline Loans, will be secured by the Collateral and will bear interest as provided in this Agreement for Overadvances, Revolving Loans generally. Any or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance made pursuant exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the terms hereof will be made 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 Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in amount of such Overadvance and (iii) the aggregate amount of $10.0 million or less mayOveradvances outstanding at any time, unless when added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances may be made even if a Default or Event of Unmatured Default has occurred and is continuingexists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the solecondition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, reasonable discretion shall bear interest at the default rate set forth in Section 2.12, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.19. The authority of the Administrative AgentAgent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as The Funding Agent shall not, without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 prior consent of the Required Lenders. Overadvances in an aggregate amount , 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 $25.0 million 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) cause the Total Revolving Exposure to exceed the lesser of (a) the Total Borrowing Base, and (b) the total Revolving Commitments, (ii) cause the Total Adjusted Revolving Exposure to exceed the Total Adjusted Borrowing Base, (iii) cause Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment at such time, (iv) cause Total Canadian Revolving Exposure to exceed the Total Canadian Commitment at such time, or (v) be made when one or more of the other conditions precedent to the making of 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 Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Funding Agent 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 actual knowledge that the occurrence conditions precedent have not been satisfied, shall not exceed the amount equal to 5% of the U.S. Borrowing Base and during the continuation of a Default or Event of Default will require shall not, without the consent of all Lenders, cause (i) total 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, (ii) the Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment of all of the Lenders, or such Lender’s Pro Rata Percentage of the Total U.S./European Revolving Exposure to exceed such Lender’s U.S./European Commitment, or (iii) the Total Canadian Revolving Exposure to exceed the Total Canadian Commitments of all of the Lenders, or the Canadian Exposure of a Lender to exceed such Lender’s Canadian Commitment, (b) without the consent of all Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Funding Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Funding Agent shall be entitled to recover such funds, on demand from the applicable Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to Funding Agent at the interest rate provided for in Section 2.06(h). The foregoing notwithstandingEach 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 Funding Agent is acting in no event, unless otherwise consented to by all Revolving Lenders will:accordance with the terms of this Section 10.10.

Overadvances. Insofar as (i) Any U.S. Overadvance shall be repaid by the Borrower may request and U.S. Borrowers promptly on demand by the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceedsAgent, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be and shall constitute U.S. Obligations secured by the Collateral of the U.S. Loan Parties, entitled to all benefits of the Loan Documents and will bear interest as provided in this Agreement for Revolving Loans generally. Any (ii) any Canadian Overadvance made pursuant to shall be repaid by the terms hereof will be made to the Borrower Canadian Borrowers promptly on demand by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent, and shall constitute Canadian Obligations secured by the Collateral, entitled to all benefits of the Loan Documents. The Administrative Agent may require Lenders to fund Base Rate Loans (in the case of U.S. Overadvances denominated in U.S. Dollars) or Canadian Prime Rate Loans (in the case of Canadian Overadvances denominated in Canadian Dollars) that cause or constitute an Overadvance and to forbear from requiring the Borrowers to cure an Overadvance; provided that (x) the total Overadvances (together with the aggregate principal amount of Protective Advances established pursuant to Section 2.01(d)) do not exceed 10% of the Total Borrowing Base and (y) no Overadvance continues for more than thirty (30) consecutive days without the consent of the Required Lenders. In no event shall Revolving Loans be permitted to be made where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Total Revolving Outstandings to exceed the Total Revolving Commitment as then in effect. The Required Lenders may at any time revoke the Administrative Agent’s authorization authority to make future Overadvances; provided that no existing further intentional Overadvances will be subject under this Section 2.01(c) by written notice to the Administrative Agent. Absent such revocation and any such revocation must be in writing and will become effective prospectively upon revocation, the Administrative Agent’s receipt thereofdetermination that the funding of an Overadvance is appropriate shall be conclusive. Overadvances in No funding or sufferance of an aggregate amount Overadvance shall constitute a waiver by the Administrative Agent or the Revolving Lenders of more than $10.0 million but less than $25.0 million may, unless a Default or the Event of Default has occurred and is continuing, caused thereby. No Loan Party shall be made with the consent a beneficiary of the Required Lenders. Overadvances in an aggregate amount this Section nor authorized to enforce any 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, in no event, unless otherwise consented to by all Revolving Lenders will:its terms.

Overadvances. Insofar as If, at any time, the Borrower may request and outstanding principal amount of any Advances exceeds the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when lesser of either the Revolving Facility Credit Exposure exceeds, Line or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan excess amount being herein referred to individually as an “Overadvance”), Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Administrative Agent will enter such Overadvances as debits in Overadvance, Borrower agrees to pay Bank interest on the applicable Loan Account. All Overadvances will be repaid outstanding amount of any Overadvance, on demand, will at the Default Rate.” 3 The Loan Agreement shall be secured amended by deleting Section 2.4(d) (Letter of Credit Fee) thereof in its entirety. 4 The Loan Agreement shall be amended by deleting the Collateral following text appearing in Section 2.4(e) (Unused Revolving Line Facility Fee) thereof: “A fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears, on a calendar year basis, in an amount equal to 0.30% per annum of the average unused portion of the Revolving Line during such month, as determined by Bank.” and will bear interest as provided inserting in this Agreement for lieu thereof the following: “A fee (the “Unused Revolving Loans generally. Any Overadvance made pursuant Line Facility Fee”), payable monthly, in arrears, on a calendar year basis, in an amount equal to (i) prior to the terms hereof will 2012 Effective Date, 0.30%, and (ii) on and after the 2012 Effective Date, 0.25% per annum of the average unused portion of the Revolving Line during such month, as determined by Bank.” 5 The Loan Agreement shall be made amended by deleting the following text appearing in Section 6.6 (Access to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less mayCollateral; Books and Records) thereof: “At reasonable times, unless a Default or on five (5) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), be made Bank, or its agents, shall have the right, on a semi-annual basis (or more frequently after the occurrence of an Event of Default), to inspect the Collateral and the right to audit and copy Borrower’s Books.” and inserting in lieu thereof the solefollowing: “At reasonable times, reasonable discretion of the Administrative Agent; on five (5) Business Day’s notice (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 notice is required if 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 Bank, or its agents, shall have the consent of the Required Lenders. Overadvances in right, on an aggregate amount of $25.0 million annual basis (or more and Overadvances to be made frequently after the occurrence and during the continuation of a Default or an Event of Default will require Default), to inspect the consent of all Revolving Lenders. Collateral and the right to audit and copy Borrower’s Books.” 6 The foregoing notwithstanding, Loan Agreement shall be amended by deleting the following definitions appearing in no event, unless otherwise consented to by all Revolving Lenders willSection 13.1 thereof:

Overadvances. Insofar as the a Borrower may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the such Borrower at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuingcontinuing (other than a Default or an Event of Default caused by the existence or making of such Overadvance), be made in the sole, reasonable 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 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 5,000,000 but less than $25.0 million 7,500,000 may, unless a Default or an Event of Default has occurred and is continuingcontinuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 7,500,000 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, in no event, unless otherwise consented to by all Revolving Lenders will:a

Overadvances. Insofar as the Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and the Administrative Agent (or Required other Lenders if required below) may be willing in their sole and absolute discretion to make approve, Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Exposure plus the Minimum Availability Reserve plus Reserves 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 will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 1,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 1,000,000 but less than $25.0 million 3,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 3,000,000 or more and Overadvances to be made after the occurrence and during the continuation continuance of a Default or an Event of Default will shall require the consent of all Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving LendersCredit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (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 outstanding on more than 90 days within any 180 day period, or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Exposure.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to the any Borrower at a time when the on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except that Administrative Agent (after consultation with the Collateral Agent) may make (or less maycause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, unless a Default the “Overadvances”), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 discretion, provided, that: (a) the total principal amount of the Overadvances to any Borrower which Administrative Agent may make or provide (or cause to be made in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $10 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days, (ii) no Overadvance shall be made at any time an Event of Default shall exist and (iii) after all Overadvances have been repaid, 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) 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 Administrative Agent at the interest rate provided for in Section 2.06(c) and (d) Collateral Agent must consent to such Overadvance. The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.10. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower may request request, on its own behalf and the Administrative on behalf of each other Co-Borrower and Agent or Required Majority Lenders (as provided below), may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Co-Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of One Million Dollars ($10.0 million 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, reasonable 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 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 One Million Dollars ($10.0 million 1,000,000) but less than Three Million Dollars ($25.0 million 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 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, in no event, unless otherwise consented to by all Revolving Lenders will:,

Overadvances. Insofar as (a) Any provision of this Agreement to the Borrower may contrary notwithstanding, at the request and of the Borrower, the Administrative Agent or Required Lenders may be willing may, in their its sole discretion to (but with absolutely no obligation), on behalf of the Lenders, (x) make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would Borrowers in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Revolving Loans are herein referred to individually 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, 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 paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. The making of an “Overadvance”), Overadvance on any one occasion shall not obligate the Administrative Agent will enter such to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandis limited to an aggregate amount not to exceed $5,000,000 at any time; provided that, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of Overadvances and Protective Advances shall not collectively exceed $10.0 million or less may, unless a Default or Event of Default has occurred 5,000,000. No Overadvance may remain outstanding for more than thirty (30) days and is continuing, be made in the sole, reasonable discretion of the Administrative Agentno Overadvance shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as If at any time the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make outstanding Revolving Loans cause the Total Utilization of Revolving Commitments to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base then in effect (any such Loan being herein referred to individually as 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 will enter in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) when an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to 10% of the Borrowing Base in effect at the time of the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit, in each case subject to the limitation in Section 2.01(2)(v). In no event shall Overadvances as debits be required that would cause the Total Utilization of Revolving Commitments to exceed the Maximum Credit, subject to the limitation in Section 2.01(2)(v). The Administrative Agent’s authorization to require the applicable Loan AccountLenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any time by the Required Lenders by written notice to the Administrative Agent. All Overadvances will be repaid on demand, will be shall constitute Obligations secured by the Collateral and will bear interest shall 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 Loans generally. Any such Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably remains outstanding in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate terms of this paragraph, but solely with respect to the amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in such Overadvance. The Administrative Agent agrees to use its commercially reasonable best efforts to promptly notify the sole, reasonable discretion Lenders of the Administrative Agentissuance of an Overadvance Loan; provided provided, that the Required Lenders may at Administrative Agent shall have no liability for any time revoke the Administrative Agent’s authorization failure to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and provide 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, in no event, unless otherwise consented to by all Revolving Lenders will:notice.

Overadvances. Insofar as the Borrower ETI, on behalf of each Borrower, may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 250,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 250,000 but less than $25.0 million 500,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 500,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender's share of the Revolving Credit Loans to exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the Borrower may request and aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except that the Administrative Agent (after consultation with the Collateral Agent) may make (or Required Lenders may cause to be willing in their sole discretion to make made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as the Administrative Agent (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 at a time when which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Facility Credit Exposure exceeds, equals or would exceed with the making of any such Revolving Loan, 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 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) without the consent of all Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days, (ii) no Overadvance shall be made at any such Loan being herein referred to individually as time an “Overadvance”)Event of Default shall exist and (iii) after all Overadvances have been repaid, the Administrative Agent will enter 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 Overadvances as debits 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 (d) the applicable Loan AccountCollateral Agent must consent to such Overadvance. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances will be repaid on demand, will shall be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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, in no event, unless otherwise consented to by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Facility Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Revolving Facility Lenders, shall Overadvances in an aggregate amount of more than $10.0 7.5 million but less be outstanding at any time, (x) shall any Overadvances be outstanding for more than $25.0 million may45 consecutive days, 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, in no event, (y) unless otherwise consented to by the Required Revolving Facility Lenders, after all Revolving outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders will:make any additional Overadvances unless 30 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,

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of any Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the account of such Borrower), on behalf of the Revolving Facility Credit Exposure exceedsLenders, in amounts that exceed Availability or would exceed with the making of any such Revolving Loan, the Borrowing Base Borrower’s Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s or Revolving Lenders’ right to refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance exists, and (ii) no Overadvance shall result in a Default or Unmatured Default due to such Borrower’s failure to comply with Section 2.1.1(a) for so long as the Agent will enter permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances as debits may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the applicable Loan Accountcondition regarding Availability and Availability). All Overadvances will be repaid on demandshall constitute Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generally. Any Overadvance made pursuant Section 2.12, shall be payable on the earlier of demand or the Revolver Termination Date and are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount outstanding at any time not to exceed ten percent (10%) of the Borrower by aggregate Revolving Commitment of all Lenders ratably in accordance with their respective and no Overadvance shall cause any Revolving Facility Percentages. Overadvances in Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or 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 Aggregate Credit Exposure to exceed the sole, reasonable discretion of the Administrative AgentAggregate Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as Agent may make voluntary Overadvances without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 written consent of the Required Lenders for amounts charged to the Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than $2,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Amount. Overadvances The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in an aggregate amount 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation 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 not constitute a waiver of such Event of Default will require arising therefrom. 34 In the consent event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of all Revolving the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and 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. The foregoing notwithstandingEach 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 by Agent reported to such Lender, in no eventany intentional Overadvances made as permitted under this Section 2.1(l), unless otherwise consented and any Overadvances resulting from the charging to by all Revolving Lenders will:the Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as If at any time (a) the Borrower may request and outstanding principal amount of the Administrative Agent or Required Lenders may be willing in their sole discretion to make Facility A Revolving Loans to exceeds the Borrower at a time when lesser of (i) the Revolving Facility Credit Exposure exceedsA Borrowing Base and (ii) the Facility A Maximum Facility Amount, or would exceed with (b) the making outstanding principal amount of any such the Facility B Revolving Loan, Loans exceeds the lesser of (i) the Facility B Borrowing Base and (any ii) the Facility B Maximum Facility Amount (such Loan excess in either such case being herein hereinafter referred to individually as an “Overadvance”), either without the Administrative Agent will enter such Overadvances Bank’s consent, as debits the result of Eligible Accounts becoming ineligible (an “Unintentional Overadvance”) or with the Bank’s consent, as the result of the Bank’s making additional advances in its discretion that result in an Overadvance (a “Permitted Overadvance”), the Borrower shall (x) in the applicable Loan Accountcase of an Unintentional Overadvance, on demand made by the Bank, forthwith pay to the Bank such amount as will eliminate the Overadvance; (y) in the case of a Permitted Overadvance, pay to the Bank, on the date specified by the Bank, such amount as will eliminate the Overadvance; or (z) in either case, within five (5) Business Days after the occurrence of the such Overadvance, mortgage, pledge, hypothecate, transfer and grant to the Bank a first position security interest in and lien on such additional Collateral as shall be acceptable to the Bank in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (2) Business Days prior to the expiration of such five (5) Business Day period, the Borrower shall deliver to the Bank such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Collateral. At the end of any month in which any Overadvance has occurred and has not been eliminated, the Borrower shall be charged an Overadvance Fee in the amount set forth in Annex 2. All Overadvances will be repaid on demand, will shall be secured by the Collateral and will bear interest Collateral. All checks or other items paid by the Bank which cause an overdraft in any deposit account maintained by the Borrower with the Bank shall, at the option of the Bank, constitute a Revolving Loan (or Overadvance, as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made case may be) to the Borrower pursuant to this Agreement and shall be secured by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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, in no event, unless otherwise consented to by all Revolving Lenders will:Collateral.

Overadvances. Insofar as Agent may make voluntary Overadvances without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Loans) to Borrowers such failure of condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than $2,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolving Amount. Overadvances The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in an aggregate amount 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation 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 not constitute a waiver of such Event of Default will require arising therefrom. In the consent event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of all Revolving the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing notwithstandingEach 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 by Agent reported to such Lender, in no eventany intentional Overadvances made as permitted under this Section 2.1(l), unless otherwise consented and any Overadvances resulting from the charging to by all Revolving Lenders will:the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the Revolving Facility Credit Exposure exceedsaccount of the Borrower), or would on behalf of the Lenders, in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandAgent’s or Lenders’ right to refuse to make any further Overadvances, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance made pursuant exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the terms hereof will be made 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 Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in amount of such Overadvance and (iii) the aggregate amount of $10.0 million or less mayOveradvances outstanding at any time, unless when added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Commitment at such time. In addition, Overadvances may be made even if a Default or Event of Unmatured Default has occurred and is continuingexists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the solecondition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, reasonable discretion shall bear interest at the default rate set forth in Section 2.12, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.19. The authority of the Administrative AgentAgent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Credit Exposure to exceed its Commitment or the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as the Borrower (i) The Borrowers may request of the Agent in writing from time to time that the Lenders make loans to the Borrowers at a time, or the Agent may permit loans, when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding to exceed the Borrowing Base. Any such written notice from the Borrowers to the Agent as contemplated by the immediately preceding sentence shall set forth the dollar amount of such contemplated overadvance, and, such notice shall be provided to the Agent at least five (5) Business Days prior to the Borrower's intended borrowing creating such overadvance. The Agent, as agent for and on behalf of the Lenders, shall consider any such request and may determine to make such loan or loans in its sole and unrestricted discretion, subject to clause (ii) of this Section 2.7. Any such overadvances shall be made for the debit account of each of the Lenders and the Administrative Lenders shall reimburse the Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with for the making of any such Revolving 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 being herein referred to individually as an “"Overadvance”" and collectively as "Overadvances"), the Administrative . The Agent will shall enter such Overadvances Overadvances, along with all interest, expenses and charges relating thereto, as debits in the applicable Loan Account. All Overadvances will shall bear interest at a rate per annum equal to 2.00% above the Base Rate in effect from time to time provided that if any Overadvance or any portion thereof is not paid when due, then the unpaid balance of such overadvance shall bear interest, in lieu of interest otherwise payable, to the extent permitted by law, compounded monthly at an interest rate equal to 4% above the Base Rate in effect from time to time after such overadvance or any portion thereof becomes overdue. Interest on Overadvances shall be repaid on demandpayable, will be secured jointly and severally, by the Collateral and will bear interest as provided Borrowers to the Agent for the account of the Lenders monthly in this Agreement for Revolving Loans generallyarrears on the first Business Day of each month. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances change in the aggregate amount of $10.0 million or less may, unless Base Rate shall result in a Default or Event of Default has occurred and is continuing, be made change on the same day in the sole, reasonable discretion rate of interest to accrue from and after such date on 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 unpaid balance of more than $10.0 million but less than $25.0 million may, unless a Default or Event principal 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, in no event, unless otherwise consented to by all Revolving Lenders will:any

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their its sole and absolute discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (and 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”), the Administrative Agent will enter shall make such Overadvances as debits in available to the applicable Loan AccountBorrower. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided that the The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; provided Overadvances (provided, that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s and the Borrower’s receipt thereof). All 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, shall be ABR Loans. Any Overadvance made pursuant to the terms hereof shall be made by the Lenders ratably in accordance 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 their Revolving LendersFacility Percentages. The foregoing notwithstanding, in no event, event (w) unless otherwise consented to by 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 be outstanding for more than 45 consecutive days, (y) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall 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 will:under this Section 2.01(b) to the extent such Revolving Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Commitment or the aggregate principal amount of Revolving Loans exceed the aggregate Revolving Commitments.

Overadvances. Insofar as the (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Borrower 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 Exposure Loans plus the LC Amount 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 will shall enter such Overadvances as debits in the applicable Loan Account; provided, that the aggregate amount of Overadvances outstanding at any time shall not exceed 10% of the Borrowing Base. All Overadvances will shall be repaid on promptly following demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Revolving Facility Pro Rata 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, in no event(i) unless otherwise consented to by Majority Lenders, Overadvances shall not be outstanding for more than ten (10) consecutive days, and (ii) unless otherwise consented to by all Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Aggregate Revolving Lenders will:Extensions to exceed the Revolving Credit Maximum Amount.

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of Revolving Borrowers, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Revolving Borrowers, on behalf of the Revolving Facility Credit Exposure exceedsLenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as "Overadvances"); provided that, (i) no such event or occurrence shall cause or constitute a waiver of 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, and (ii) no Overadvance shall result in a Default or Unmatured Default due to any Revolving Borrower's failure to comply with Section 2.1.1(a) for so long as Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of 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), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandshall constitute Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 4,000,000 at any time and no Overadvance shall cause any Lender's Revolving Credit Exposure to exceed its Commitment or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Aggregate Credit Exposure to exceed the Administrative AgentAggregate Commitment; provided that that, the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any . Any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s '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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required may be willing in its sole discretion to make (or, as provided below, as Majority Lenders may be willing to consent to in their sole discretion to make discretion) Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 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, reasonable sole 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 3,000,000 but less than $25.0 million 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 Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will (other than any Default or Event of Default resulting solely from the funding of such Overadvance) shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Administrative Agent make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any three hundred sixty day (360) period or (z) shall Administrative Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus 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 the Borrower Representative may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 5,000,000 but less than $25.0 million 10,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in 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, in no event, unless otherwise consented to by all Revolving Lenders will:sole and

Overadvances. Insofar as the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 500,000 or less may, unless a Default or an Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 500,000 but less than $25.0 million 2,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 2,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than 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 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 will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Borrower, on behalf of the Revolving Facility Credit Exposure exceedsLenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as "OVERADVANCES"); provided that, (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, 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) in no event shall Overadvances be outstanding for more than 60 days (which days need not be consecutive) in any 120 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the Administrative Agent will enter such Overadvances as debits conditions precedent set forth in the applicable Loan AccountSection 4.2 have not been satisfied. All Overadvances will be repaid on demandshall constitute Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 5,000,000 at any time and no Overadvance shall cause any Lender's Credit Exposure to exceed its Commitment or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Aggregate Credit Exposure to exceed the Administrative AgentAggregate Commitment; provided that that, the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any . Any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s '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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as Facility Agent may make voluntary Overadvances, which shall be Reference Rate Loans, without the Borrower may request and written consent of the Administrative Facility Co-Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans for amounts charged to the Borrower at a time when the Revolving Facility Credit Exposure exceedsLoan Account for interest, fees, or would exceed with Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the making of any such Revolving Loan38 Foothill/Agent Greyhound F6384-0813 45 conditions for borrowing under Section 3.2(d) cannot be fulfilled, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Facility Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 Facility Co-Agent and the Required Lenders, knowingly and intentionally continue to make Advances (including Agent Loans to the extent permitted under Section 2.1(g)(i)), which shall be Reference Rate Loans, to Borrower such failure of condition notwithstanding or modify the definition of "Borrowing Base," so long as: (i) such Overadvance or modification would not exist for more than 120 days and (ii) the amount by which Revolving Facility Usage exceeds the Borrowing Base (as defined prior to any modification of such definition under this Section 2.1 (l)) would not exceed the lesser of: (y) $12,500,000 or (z) 10% of the Borrowing Base (as defined prior to any modification of such definition under this Section 2.1 (l)). Overadvances The foregoing provisions are for the sole and exclusive benefit of the Agents and the Lenders and are not intended to benefit Borrower in an aggregate amount 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation 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), 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 shall not constitute a waiver of such Event of Default will require arising therefrom. Each Lender shall be obligated to settle with Facility Agent as provided in Section 2.1(i) for the consent amount of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented such Lender's Pro-Rata Share of any unintentional Overadvances by Facility Agent reported to by all Revolving Lenders will:such Lender and any intentional Overadvances made as permitted under this Section 2.1(l).

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of the Company, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Domestic Borrowers, on behalf of the Revolving Facility Credit Exposure exceedsDomestic Lenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Domestic Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative 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 will enter permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance, and (iii) in no event shall 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 applicable Loan Accountconditions precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding availability). All Overadvances will be repaid on demandshall constitute Domestic Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 5,000,000 at any time and no Overadvance shall cause any Lender’s Domestic Revolving Exposure to exceed its aggregate Commitment, or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Aggregate Revolving Exposure to exceed the Administrative AgentAggregate Revolving Commitment; provided that 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 . Any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof. Notwithstanding anything to the contrary in any Loan Document, Overadvances in an aggregate amount shall not be secured by any Collateral of more than $10.0 million but less than $25.0 million may, unless any Loan Party that is not a Default Domestic Borrower 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, in no event, unless otherwise consented to by all Revolving Lenders will:Domestic Subsidiary.

Overadvances. Insofar as If (i) the Borrower may request and U.S. Revolver Usage exceeds the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the U.S. Borrowing Base (any such Loan being herein referred to individually as an a “U.S. Overadvance”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance”) at any time, the excess amount shall be payable by U.S. Borrowers or Foreign Borrowers, as applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in (b) the aggregate amount of $10.0 million Overadvances existing at any time does not exceed 7.5% of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed 12.5% of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or less may, unless (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an 63 Overadvance Loan or sufferance of an Overadvance shall not constitute a Default waiver by Agent or Lenders of the Event of Default has occurred and is continuing, caused thereby. In no event shall any Borrower or other Obligor be made in the sole, reasonable discretion deemed a beneficiary of the Administrative Agent; provided that the this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke the Administrative Agent’s authorization authority to make future Overadvances; provided that no existing further 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 Borrowers of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances applicable Borrower Group by written notice 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, in no event, unless otherwise consented to by all Revolving Lenders will:Agent.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 500,000 but less than $25.0 million 1,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount. CHICAGO/#1571873.4

Overadvances. Insofar as Notwithstanding anything to the Borrower may request and contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the Administrative Agent or time (unless otherwise objected to by the Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”writing), the Administrative Agent will enter such Overadvances as debits may in its discretion in order to preserve and protect the applicable Loan Account. All Overadvances will be repaid on demandCollateral or to preserve and protect the business of the Borrowers, will be secured require all Lenders to honor requests or deemed requests by the Collateral and will bear interest as provided in this Agreement Borrowers for Revolving Credit Loans generally. Any at a time when an Overadvance made pursuant 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) such Overadvance is not known by the terms hereof will be made Administrative Agent to exceed ten percent (10%) of the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances lesser of the then Aggregate Borrowing Base or the then Total Commitment, in the aggregate amount of $10.0 million or less mayoutstanding at any time, and (ii) such Overadvance is not outstanding for more than sixty (60) consecutive Business Days (unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative AgentRequired Lenders otherwise agree); provided that the Required Lenders may at foregoing shall not (1) modify or abrogate any time revoke of the provisions of Section 4.3 regarding the Lenders' obligations with respect to any Unpaid Reimbursement Obligations, or (2) result in any claim or liability against the Administrative Agent’s authorization to make future Agent (regardless of the amount of any Overadvance) for "inadvertent 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 " (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent’s receipt thereofAgent (such as a reduction in the collateral value)). Overadvances in an aggregate amount of Any Overadvance that remains outstanding for more than $10.0 million but less than $25.0 million may, unless a Default or sixty (60) consecutive Business Days shall constitute an Event of Default has occurred and hereunder (unless the Required Lenders otherwise agree). The making of any Overadvance is continuing, be made with for the consent benefit of the Required Lenders. Borrowers; such Overadvances in an aggregate amount of $25.0 million or more constitute Revolving Credit Loans 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 LendersObligations hereunder. The foregoing notwithstanding, in making of any Overadvance on any one occasion shall not obligate the Administrative Agent or the Lenders to make other Overadvances on any other occasion or to permit any such Overadvance to remain outstanding. In no event, unless otherwise consented event shall the Dollar Equivalent of the Total Facility Usage (including any Overadvance and after giving affect to by all Revolving Lenders will:amounts requested) exceed the Total Commitment.

Overadvances. Insofar The Administrative Agents shall not, without the prior consent of Lenders, make (and shall prohibit the Issuing Banks and Swingline Lenders, as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base either (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in i) cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base or less may, unless a Default or Event of Default has occurred and is continuing, (ii) be made in the sole, reasonable discretion when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent; provided Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an "Overadvance" and collectively, the "Overadvances"), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the 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 actual knowledge that the Required Lenders may conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time revoke and shall not cause the Administrative Agent’s authorization Revolving Exposure 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 exceed the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount Revolving Commitments 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 all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender's Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate provided for in Section 2.06(e). The foregoing notwithstandingEach 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 no eventaccordance with the terms of this Section 10.10 and provided further, unless otherwise consented if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to by all Revolving Lenders will:the CAM Percentage.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or Swingline Loans or provide any Letters of Credit to the any Borrower at a time when the on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Administrative Agent (after consultation with the Collateral Agent) may make (or less maycause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an "Overadvance" and collectively, unless a Default the "Overadvances"), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 discretion, provided, that: (a) the total principal amount of the Overadvances to any Borrower which Administrative Agent may make or provide (or cause to be made in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $10 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender's Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days (ii) no Overadvance shall be made at any time an Event of Default shall exist and (iii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) 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 Administrative Agent at the interest rate provided for in Section 2.06(c) and (d) Collateral Agent must consent to such Overadvance. The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.10. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will enter or Required Lenders shall make such Overadvances as debits in the applicable Loan Accountavailable. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 4.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event, (w) unless otherwise consented to by the Required Lenders, shall Overadvances in an aggregate amount of more than $10.0 4.5 million but less be outstanding at any time, (x) shall any Overadvances be outstanding for more than $25.0 million may45 consecutive days, 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, in no event, (y) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless 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 will:under this Section 2.01(b) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment.

Overadvances. Insofar as the Borrower Representative may request (such request to be made in the manner set forth in subsection 3.1.1 hereof), and the Administrative Agent or Required Lenders may be willing in their its sole and absolute discretion to approve, or as Agent shall otherwise elect to make in its sole and absolute discretion, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Loans plus the LC Exposure (other than the Cash Collateralized LC Exposure) plus Reserves exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative . Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 15,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, may be made in the sole, reasonable 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 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 15,000,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default will shall require the consent of all Majority Lenders. All Overadvances shall be repaid on demand and shall bear interest as provided in this Agreement for Revolving LendersCredit Loans generally. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (x) shall any Overadvances be outstanding for more than 60 consecutive days, (y) after all outstanding Overadvances have been repaid, shall 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 will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Xxxxxx's share of the Revolving Credit Loans to exceed such Xxxxxx's Revolving Loan Commitment minus such Xxxxxx's Revolving Loan Percentage of the LC Exposure, unless such Lender consents thereto.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swing Line Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the NewPageCo on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swing Line Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders (other than Sponsor Affiliated Lenders), except, that, Administrative Agent may make (or less maycause to be made) such additional Revolving Loans or Swing Line Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, unless a Default the “Overadvances”), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $15,000,000 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders (other than Sponsor Affiliated Lenders), (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to recover such funds, on demand from NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.10. The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.9. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Facility Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Revolving Facility Lenders, shall Overadvances in an aggregate amount of more than $10.0 7.5 million but less be outstanding at any time, (x) shall any Overadvances be outstanding for more than $25.0 million may45 consecutive days, 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, in no event, (y) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless 30 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, 66 QDI – A&R Credit Agreement (2014) shall the Administrative Agent make Revolving Facility Loans on behalf of the applicable Lenders will:under this Section 2.01(b) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Current Asset Revolving Facility Credit Exposure or Fixed Asset Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Current Asset Borrowing Base or the Fixed Asset Borrowing Base, as the case may be (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the applicable Security Documents and the Intercreditor Agreement and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will 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 to by the Borrower by all Revolving Facility Lenders under the applicable Tranche ratably in accordance with their respective Current Asset Revolving Facility Percentages or Fixed Asset Revolving Facility Percentages, as applicable. Overadvances in the aggregate amount of $10.0 5.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Facility Lenders, (w) shall Overadvances in an aggregate amount of more than $5.0 million be outstanding at any time, (x) shall any Overadvances be outstanding for more than 45 consecutive days, (y) after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders will: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 such Revolving Facility Loans would cause a Lender’s share of the Current Asset Revolving Facility Credit Exposure or Fixed Asset Revolving Facility Credit Exposure, as the case may be, to exceed such Lender’s Current Asset Revolving Facility Commitment or Fixed Asset Revolving Facility Commitment, respectively.

Overadvances. Insofar as the (i) Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Lenders (as provided below) may be willing in their its sole and absolute discretion to make Revolving Credit Loans to Borrowers or (ii) Administrative Agent, in its sole discretion, makes Revolving Credit Loans on behalf of Lenders, if Administrative Agent, in its reasonable credit judgment, deems that such Revolving Credit Loans are necessary or desirable (a) to protect all or any portion of the Borrower 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 Exposure Loans plus the LC Amount 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 will shall enter such Overadvances as debits in the applicable Loan Account; provided, that the aggregate amount of Overadvances outstanding at any time shall not exceed the lesser of (x) 10% of the Borrowing Base or (y) 10% of the Revolving Credit Commitments. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Revolving Facility Pro Rata 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, in no event(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 Lenders will: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 the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base either (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in i) cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base or less may, unless a Default or Event of Default has occurred and is continuing, (ii) be made in the sole, reasonable discretion when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent; provided Agents may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agents deem it necessary or advisable in their discretion to do so, provided, that: (a) the 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 actual knowledge that the Required Lenders may conditions precedent have not been satisfied, shall not exceed the amount equal to $30 million outstanding at any time revoke and shall not cause the Administrative Agent’s authorization Revolving Exposure 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 exceed the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount Revolving Commitments 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 all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agents shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agents shall be entitled to recover such funds, on demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to such Administrative Agent at the interest rate 156 provided for in Section 2.06(e). The foregoing notwithstandingEach 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 no eventaccordance with the terms of this Section 10.10 and provided further, unless otherwise consented if a CAM Exchange shall have occurred, then the Pro Rata Percentage of any such Overadvance shall be calculated by reference to the CAM Percentage. Notwithstanding anything to the contrary herein, (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 Revolving Lenders will:such Overadvances and other Credit Extensions shall constitute part of the Obligations and (ii) the Canadian Borrower shall under all circumstances remain liable for all Overadvances and any other Credit Extensions made in excess of the Canadian Borrowing Base or other limitations imposed by the Loan Documents or any order under any Approved Canadian Proceeding, and all such Overadvances and other Credit Extensions shall constitute part of the Canadian Obligations.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 500,000 but less than $25.0 million 1,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender's share of the Revolving Credit Loans to exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as the Borrower Representative may request request, and the Administrative Agent or Required Majority Revolving Credit Lenders (as provided below) may be willing in their sole and absolute discretion to make make, Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure Loans and Swing Line Loans plus the sum of the LC and Acceptance Amount plus the amount of LC and Acceptance Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base Base, whether or not a Default or Event of Default shall then have occurred and be continuing (any such Loan being herein referred to individually as an “"Overadvance”"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Revolving Credit Loan Account; provided, that, Majority Revolving Credit Lenders may at any time revoke Administrative Agent's authorization to make Overadvances. The principal amount of Overadvances outstanding at any time, when aggregated with the then outstanding principal amount of Administrative Agent Loans (as hereafter defined), shall not at any time exceed the lesser of (x) 5% of the then Borrowing Base and (y) $10,000,000 (the "Overadvance Limit"). All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Loans generallyBase Rate Loans. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Revolving Credit Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less mayOveradvances, unless a Default or Event of Default has occurred and is continuingif any, 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 in excess 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 Overadvance Limit shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Credit Lenders, (x) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (y) after all outstanding Overadvances have been repaid, shall Administrative Agent or Revolving Credit Lenders will:make any additional Overadvances unless thirty (30) days or more have expired since the last date on which any Overadvances were outstanding, or (z) shall Administrative Agent make Revolving Credit Loans on behalf of Revolving Credit Lenders under this subsection 1.1.3 to the extent such Revolving Credit Loans would cause a Revolving Credit Lender's share of the Revolving Credit Loans to exceed such Revolving Credit Lender's Revolving Credit Commitment minus such Revolving Credit Lender's Percentage of the LC and Acceptance Amount and the then outstanding Swing Line Loans.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swing Line Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the NewPageCo on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swing Line Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders (other than Sponsor Affiliated Lenders), except, that, Administrative Agent may make (or less maycause to be made) such additional Revolving Loans or Swing Line Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, unless a Default the “Overadvances”), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20,000,000 outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders (other than Sponsor Affiliated Lenders), (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to recover such funds, on demand from NewPageCo together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.10. The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.9. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower may request and the The Administrative Agent or Required Lenders may be willing in their sole discretion shall not, without the prior consent of Lenders, make (and shall use its reasonable best efforts to make prohibit the Issuing Banks and Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base either (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in i) cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base or less may, unless a Default or Event of Default has occurred and is continuing, (ii) be made in the sole, reasonable discretion when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent; provided Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent 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) 108 after obtaining such actual knowledge that the Required Lenders may conditions precedent have not been satisfied, shall not exceed an amount equal to $5,000,000 outstanding at any time revoke and shall not cause the Administrative Agent’s authorization Revolving Exposure 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 exceed the Administrative Agent’s receipt thereof. Overadvances in an aggregate amount Revolving Commitments 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 all of the Required Lenders. Overadvances in an aggregate amount of $25.0 million Lenders or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (b) without the consent of all Revolving Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) 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 Administrative Agent at the interest rate provided for in Section 2.06(c). The foregoing notwithstandingEach Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance; provided, that such Administrative Agent is acting in no event, unless otherwise consented to by all Revolving Lenders will:accordance with the terms of this Section 10.10.

Overadvances. Insofar as Agent may make voluntary Overadvances without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the conditions for borrowing under Section 3.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, either (A) the outstanding Revolving Facility Usage would not exceed the Maximum Revolving Amount by more than $1,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed any other amount proposed by Agent and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Maximum Revolving Amount. Overadvances The foregoing provisions are for the sole and exclusive benefit of the Agent and the Lenders and are not intended to benefit Borrower in an aggregate amount 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.7(c) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation 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 not constitute a waiver of such Event of Default will require arising therefrom. In the consent event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of all Revolving the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing notwithstandingEach 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 by Agent reported to such Lender, in no eventany intentional Overadvances made as permitted under this Section 2.1(l), unless otherwise consented and any Overadvances resulting from the charging to by all Revolving Lenders will:the applicable Loan Account of interest, fees, or Lender Group Expenses.

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of the Company, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Domestic Borrowers, on behalf of the Revolving Facility Credit Exposure exceedsDomestic Lenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Domestic Availability (any such Loan being excess Advances are herein referred to individually collectively as "Overadvances"); provided that, (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 Overadvances be outstanding for more than 30 days (which days need not be consecutive) in any 180 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding availability), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandshall constitute Domestic Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 5,000,000 at any time and no Overadvance shall cause any Lender's Domestic Revolving Exposure to exceed its aggregate Commitment, or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Aggregate Revolving Exposure to exceed the Administrative AgentAggregate Revolving Commitment; provided that that, the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any . Any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. Notwithstanding anything to the contrary in any Loan Document, Overadvances in an aggregate amount shall not be secured by any Collateral of more than $10.0 million but less than $25.0 million may, unless any Loan Party that is not a Default Domestic Borrower 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, in no event, unless otherwise consented to by all Revolving Lenders will:Domestic Subsidiary.

Overadvances. Insofar as Notwithstanding anything to the Borrower may request and contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the Administrative Agent or time (unless otherwise objected to by the Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”writing), the Administrative Agent will enter such Overadvances as debits may in its discretion in order to preserve and protect the applicable Loan Account. All Overadvances will be repaid on demandCollateral or to preserve and protect the business of the Borrowers, will be secured require all Revolving Lenders to honor requests or deemed requests by the Collateral and will bear interest as provided in this Agreement Borrowers for Revolving Credit Loans generally. Any at a time when an Overadvance made pursuant exists or which would result in an Overadvance and each Revolving 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) such Overadvance is not known by the terms hereof will be made Administrative Agent to exceed ten percent (10%) of the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances then Aggregate Borrowing Base, in the aggregate amount of $10.0 million or less mayoutstanding at any time, and (ii) such Overadvance is not outstanding for more than sixty (60) consecutive Business Days (unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative AgentRequired Lenders otherwise agree); provided that the Required Lenders may at foregoing shall not (1) modify or abrogate any time revoke of the provisions of Section 4.3 regarding the Revolving Lenders' obligations with respect to any Unpaid Reimbursement Obligations, or (2) result in any claim or liability against the Administrative Agent’s authorization to make future Agent (regardless of the amount of any Overadvance) for "inadvertent 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 " (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent’s receipt thereofAgent (such as a reduction in the collateral value)). Overadvances in an aggregate amount of Any Overadvance that remains outstanding for more than $10.0 million but less than $25.0 million may, unless a Default or sixty (60) consecutive Business Days shall constitute an Event of Default has occurred and hereunder (unless the Required Lenders otherwise agree). The making of any Overadvance is continuing, be made with for the consent benefit of the Required Lenders. Borrowers; such Overadvances in an aggregate amount of $25.0 million or more constitute Revolving Credit Loans 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 LendersObligations hereunder. The foregoing notwithstanding, in making of any Overadvance on any one occasion shall not obligate the Administrative Agent or the Lenders to make other Overadvances on any other occasion or to permit any such Overadvance to remain outstanding. In no event, unless otherwise consented event shall the Dollar Equivalent of the Total Revolving Facility Usage (including any Overadvance and after giving effect to by all Revolving Lenders will:amounts requested) exceed the Total Commitment.

Overadvances. Insofar as If at any time the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make outstanding Revolving Loans cause the Total Utilization of Revolving Commitments to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base then in effect (any such Loan being herein referred to individually as 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 will enter in its sole discretion may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, (i) when an Event of Default is continuing as long as (A) the Overadvance does not continue for more than thirty (30) consecutive days and after an Overadvance has been repaid, no additional Overadvance shall exist until thirty (30) days after such repayment, (B) the Overadvance, together with any outstanding Protective Advances, would not exceed an amount equal to 10% of the Borrowing Base in effect at the time of the making of such Overadvance and (C) the Total Utilization of Revolving Commitments would not exceed the Maximum Credit, in each case subject to the limitation in Section 2.01(2)(v). In no event shall Overadvances as debits be required that would cause the Total Utilization of Revolving Commitments to exceed the Maximum Credit, subject to the limitation in Section 2.01(2)(v). The Administrative Agent’s authorization to require the applicable Loan AccountLenders to honor requests for Overadvances and to forbear from requiring the Borrowers to cure an Overadvance may be revoked at any time by the Required Lenders by written notice to the Administrative Agent. All Overadvances will be repaid on demand, will be shall constitute Obligations secured by the Collateral and will bear interest shall 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 Loans generally. Any such Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably remains outstanding in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate terms of this paragraph, but solely with respect to the amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in such Overadvance. The Administrative Agent agrees to use its commercially reasonable best efforts to promptly notify the sole, reasonable discretion Lenders of the Administrative Agentissuance of an Overadvance Loan; provided provided, that the Required Lenders may at Administrative Agent shall have no liability for any time revoke the Administrative Agent’s authorization failure to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and provide any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereofnotice. 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, in no event, unless otherwise consented to by all Revolving Lenders will:SECTION 2.11

Overadvances. Insofar as Notwithstanding anything to the Borrower may request and contrary contained elsewhere in this Credit Agreement, if an Event of Default exists at the Administrative Agent or time (unless otherwise objected to by the Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”writing), the Administrative Agent will enter such Overadvances as debits may in its discretion in order to preserve and protect the applicable Loan Account. All Overadvances will be repaid on demandCollateral or to preserve and protect the business of the Borrowers, will be secured require all Revolving Lenders to honor requests or deemed requests by the Collateral and will bear interest as provided in this Agreement Borrowers for Revolving Credit Loans generally. Any at a time when an Overadvance made pursuant 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) such Overadvance is not known by the terms hereof will be made Administrative Agent to exceed five percent (5%) of the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances then Aggregate Borrowing Base, in the aggregate amount of $10.0 million or less mayoutstanding at any time, and (ii) such Overadvance is not outstanding for more than forty-five (45) consecutive days (unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative AgentRequired Lenders otherwise agree); provided that the Required Lenders may at foregoing shall not (1) modify or abrogate any time revoke of the provisions of §4.3 regarding the Lenders’ obligations with respect to any Unpaid Reimbursement Obligations, or (2) result in any claim or liability against the Administrative Agent’s authorization to make future Agent (regardless of the amount of any Overadvance) for “inadvertent 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 ” (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent’s receipt thereofAgent (such as a reduction in the collateral value)). Overadvances in an aggregate amount of Any Overadvance that remains outstanding for more than $10.0 million but less than $25.0 million may, unless a Default or forty-five (45) consecutive days shall constitute an Event of Default has occurred and hereunder (unless the Required Lenders otherwise agree). The making of any Overadvance is continuing, be made with for the consent benefit of the Required Lenders. Borrowers; such Overadvances in an aggregate amount of $25.0 million or more constitute Loans 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 LendersObligations hereunder. The foregoing notwithstanding, in making of any Overadvance on any one occasion shall not obligate the Administrative Agent or the Lenders to make other Overadvances on any other occasion or to permit any such Overadvance to remain outstanding. In no event, unless otherwise consented event shall the Total Facility Usage (including any Overadvance and after giving effect to by all Revolving Lenders will:amounts requested) exceed the Total Commitment.

Overadvances. Insofar as the Borrower may request and the The Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the Borrower at a time when aggregate amount of the Revolving Facility Credit Exposure exceeds, or would to exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”)Base, without the prior consent of all Lenders, except, that, the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by (after consultation with and consent of the Collateral and will bear interest as provided in this Agreement for Agent) may make (or cause to be made) such additional Revolving Loans generally. Any Overadvance made pursuant or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the terms hereof will Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent and the Collateral Agent may deem necessary or advisable in their collective discretion (each an "OVERADVANCE" and collectively the "OVERADVANCES"), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount Lenders or the Pro Rata Percentage of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender's Revolving Commitment, (ii) without the consent of all Revolving Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.10. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as (A) If at any time the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make aggregate principal balance of all Revolving Credit Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, exceeds the Borrowing Base (any such Loan being herein referred to individually including as a result of a scheduled reduction in the FILO Amount) (an “Overadvance”), the excess amount shall be payable by the Borrowers on demand by the Administrative Agent will enter such Overadvances as debits in the applicable Loan AccountAgent. All Overadvances will be repaid on demand, will be Overadvance Loans shall constitute Obligations secured by the Collateral and will bear interest shall be entitled to all benefits of the Loan Documents. (B) The Administrative Agent may, in its sole discretion (but shall have absolutely no obligation to), require Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance as provided in this Agreement long as (a) such Overadvance does not continue for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in more than 30 consecutive days and (b) the aggregate amount of $10.0 million or less maythe Overadvances existing at any time, unless a Default or Event of Default has occurred and is continuingtogether with the Protective Advances outstanding at any time, be made in the sole, reasonable discretion do not exceed ten percent (10.0%) of the Administrative Agent; provided Aggregate Revolving Credit Commitments then in effect. Overadvance Loans may be required even if the conditions set forth in Section 5.02 have not been satisfied. In no event shall Overadvance Loans be required that would cause the Total Revolving Credit Outstandings to exceed the Aggregate Revolving Credit Commitments, or that would require the Revolving Credit Exposure of a Revolving Credit Lender to exceed its Revolving Credit Commitment. Required Lenders may at any time revoke the Administrative Agent’s authorization authority to make future Overadvances; provided that no existing Overadvances will be subject further Overadvance Loans to such revocation and any such revocation must be in writing and will become effective prospectively upon or all Borrowers by written notice to the Administrative Agent’s receipt thereof. Overadvances in Any funding of an aggregate amount Overadvance Loan or sufferance of more than $10.0 million but less than $25.0 million may, unless an Overadvance shall not constitute a Default waiver by the Administrative Agent or Lenders of the Event of Default has occurred and is continuing, caused thereby. In no event shall any Borrower or other Loan Party be made with the consent deemed a beneficiary of the Required Lendersthis Section 2.01(d) nor authorized to enforce any of its terms. 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, in no event, unless otherwise consented to by all Revolving Lenders will:(ii)

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 500,000 but less than $25.0 million 1,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount. 1.1.3

Overadvances. Insofar as Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative on behalf of the Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Representative (for the Revolving Facility Credit Exposure exceedsaccount of the Borrower), or would on behalf of the Lenders, in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Availability (any such Loan being excess Advances are herein referred to individually collectively as an “OveradvanceOveradvances”); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandAgent’s or Lenders’ right to refuse to make any further Swingline Loans, will be secured by the Collateral and will bear interest as provided in this Agreement for Overadvances, Revolving Loans generally. Any or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any time that an Overadvance made pursuant exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the terms hereof will be made 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 Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in amount of such Overadvance and (iii) the aggregate amount of $10.0 million or less mayOveradvances outstanding at any time, unless when added to the aggregate amount of Protective Advances outstanding at such time, shall not exceed 5% of the Aggregate Revolving Commitment at such time. In addition, Overadvances may be made even if a Default or Event of Unmatured Default has occurred and is continuingexists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the solecondition regarding Availability and other than Section 4.2(a)). All Overadvances shall constitute Floating Rate Advances, reasonable discretion shall bear interest at the default rate set forth in Section 2.13, shall be payable on the earlier of demand or the Facility Termination Date and are subject to the settlement provisions set forth in Section 2.20. The authority of the Administrative AgentAgent to make Overadvances is limited to an aggregate amount not to exceed 5% of the Borrowing Base at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance 49 shall cause any Lender’s Revolving Credit Exposure to exceed its Revolving Commitment or the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment; provided that 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 . Any such revocation must be in writing and will shall 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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as the Borrower Borrowers may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance, without duplication, of Revolving Facility Credit Exposure Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves established pursuant to subsection 1.1.1, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (any and such Loan or Loans being herein referred to individually as an “"Overadvance”" and collectively, as "Overadvances"), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 5,000,000 but less than $25.0 million 10,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender's share of the Revolving Credit Loans to exceed such Lender's Revolving Loan Commitment minus such Lender's Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as Foothill may make voluntary Overadvances without the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the 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 written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(f)(i)(2)(C). If the conditions for borrowing under Section 3.2(a) or (b) cannot be fulfilled, Foothill may, but is not obligated to, knowingly and intentionally continue to make Advances to Borrower, such failure or condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than $2,000,000 or (B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Foothill and agreed to by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Foothill and agreed to by the Required Lenders) for the elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (ii) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Amount. Overadvances The foregoing provisions are for the sole and exclusive benefit of Foothill and are not intended to benefit Borrower in an aggregate amount 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 $25.0 million interest applicable thereto shall be the rates set forth in Section 2.6(c)(i) without regard to the presence or more and Overadvances to be made after the occurrence and during the continuation absence of a Default or Event of Default; provided, however, that the making of such Overadvances shall not constitute a waiver of such Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:arising therefrom.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Revolving Facility Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable sole and absolute discretion of the Administrative Agent; provided that the Required Revolving Facility Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Revolving Facility Lenders, shall Overadvances in an aggregate amount of more than $10.0 7.5 million but less be outstanding at any time, (x) shall any Overadvances be outstanding for more than $25.0 million may45 consecutive days, 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, in no event, (y) unless otherwise consented to by the Required Revolving Facility Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless 30 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 Facility Loans on behalf of the applicable Lenders will:under this Section 2.01(b) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment.

Overadvances. Insofar as Any provision of this Agreement to the Borrower contrary notwithstanding, at the request of the Domestic Borrower, the Agent may request and the Administrative Agent or Required Lenders may be willing in their its sole discretion to (but shall have absolutely no obligation to), make Revolving Loans Advances to the Borrower at a time when Domestic Borrower, on behalf of the Revolving Facility Credit Exposure exceedsDomestic Lenders, or would in amounts that exceed with the making of any such Revolving Loan, the Borrowing Base Domestic Availability (any such Loan being excess Advances are herein referred to individually collectively as "Overadvances"); provided that, (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 Domestic Borrower's failure to comply with Section 2.1.1(a) for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance”, and (iii) in no event shall Overadvances be outstanding for more than 60 days (which days need not be consecutive) in any 120 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied (other than the condition regarding availability), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demandshall constitute Domestic Floating Rate Advances, will be secured by the Collateral and will shall bear interest as provided at the default rate set forth in this Agreement for Revolving Loans generallySection 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. Any Overadvance made pursuant In addition, all Overadvances are subject to the terms hereof will be made settlement provisions set forth in Section 2.19. The authority of the Agent to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. make Overadvances in the is limited to an aggregate amount of not to exceed $10.0 million 5,000,000 at any time and no Overadvance shall cause any Lender's Credit Exposure to exceed its aggregate Commitment or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of Domestic Exposure to exceed the Administrative AgentDomestic Commitment; provided that that, the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make future Overadvances; provided that no existing Overadvances will be subject to such revocation and any . Any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s '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, in no event, unless otherwise consented to by all Revolving Lenders will:.

Overadvances. Insofar as (a) The Agent may make voluntary Overadvances without the Borrower may written consent of the Required Lenders for interest, fees or expenses due to Lenders in accordance with the provisions hereof. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Advances) to the Borrowers, at the request of a Borrower, notwithstanding such failure of condition(s), so long as, at any time, either (i) the aggregate amount of then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to five percent (5%) of the Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders, and (B) such Overadvances are made pursuant to a plan (proposed by the Agent and agreed to by the Required Lenders) for the elimination of such Overadvances. The Overadvances made under clause (i) of this Section 4.12(a) shall be repayable not later than fifteen (15) days after the making of such Overadvances unless otherwise agreed by the Required Lenders. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Administrative Lenders and are not intended to, and shall not be construed to, create any obligations of the Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans any Lender to the Borrower Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and Agent Advances, as applicable, that are made pursuant to this Agreement shall be subject to the same terms and conditions as any other Advance except that such advances shall bear interest at a time when the Revolving Facility Credit Exposure exceedsthen Effective Interest Rate; provided, or would exceed with however, that the making of any such Revolving Loan, the Borrowing Base (Overadvance shall not constitute a waiver of any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made then 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 existence 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, in no event, unless otherwise consented to by all Revolving Lenders will:arising therefrom.

Overadvances. Insofar as the Borrower Representative, on its own behalf and on behalf of all other Borrowers, may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower Borrowers at a time when the unpaid balance of Revolving Facility Credit Exposure 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 (any and such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral and will shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Loan Percentages. Overadvances in the aggregate amount of $10.0 million 500,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 500,000 but less than $25.0 million 1,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrower at a time when the on behalf of Lenders intentionally and with actual knowledge that such Revolving Facility Credit Exposure exceedsLoans, Swingline Loans, or Letters of Credit would exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in cause the aggregate amount of $10.0 million the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, Administrative Agent may make (or less maycause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance” and collectively, unless a Default the “Overadvances”), intentionally and with actual knowledge that such Loans or Event Letters of Default has occurred and is continuingCredit 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 in the sole, reasonable discretion of the Administrative Agent; provided or provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $7.5 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million mayany 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, unless a Default or Event of Default has occurred and is continuing, be made with (b) without the consent of the Required all Lenders. , (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances in an aggregate amount of $25.0 million have been repaid, 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) Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c) and Overadvances to (d) no such Overadvance shall be made after the occurrence and during Administrative Agent shall have received written notice from the continuation Required Lenders directing it not to make any, or any additional, Overadvances. Each Lender shall be obligated to pay Administrative Agent the amount of a Default or Event its Pro Rata Percentage of Default will require any such Overadvance provided that Administrative Agent is acting in accordance with the consent terms of all Revolving Lendersthis Section 10.10. The foregoing notwithstanding, in no event, unless otherwise consented to All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as the Borrower Representative may request and the Administrative Agent or Required Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to the Borrower respective Borrowers as to which they have Revolving Loan Commitments at a time when the unpaid balance of Revolving Facility Credit Exposure Loans plus the LC Obligations exceeds, or would exceed with the making of any such Revolving LoanCredit Loan 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”), the Administrative Agent will 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 will shall be repaid on demand, will shall be secured by the Collateral (provided that Overadvances to U.S. Borrower shall only be secured by the U.S. Collateral) and will 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 will shall be made to the Borrower respective Borrowers: (i) with respect to Overadvances to U.S. Borrower, by all Lenders (except U.K. Lender and Canadian Lender) ratably in accordance with their respective Revolving Facility 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 $10.0 million 5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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 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 5,000,000 but less than $25.0 million 10,000,000 may, unless a Default or an Event of Default has occurred and is continuing, be made with in the consent sole and absolute discretion of the Required Majority Lenders. Overadvances in an aggregate amount of $25.0 million 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 will shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than 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 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 will:under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

Overadvances. Insofar as the Borrower may request and the The Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the Borrower at a time when aggregate amount of the Revolving Facility Credit Exposure exceeds, or would to exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”)Base, without the prior consent of all Lenders, except, that, the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by (after consultation with and consent of the Collateral and will bear interest as provided in this Agreement for Agent) may make (or cause to be made) such additional Revolving Loans generally. Any Overadvance made pursuant or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the terms hereof will Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an "OVERADVANCE" and collectively the "OVERADVANCES"), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount Lenders or the Pro Rata Percentage of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender's Revolving Commitment, (ii) without the consent of all Revolving Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.10. All Overadvances shall be secured by all Revolving Lenders will:Collateral.

Overadvances. Insofar as (a) The Agent may make voluntary Overadvances without the Borrower may written consent of the Required Lenders for interest, fees or expenses due to Lenders in accordance with the provisions hereof. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Advances) to the Borrowers, at the request of a Borrower, notwithstanding such failure of condition(s), so long as, at any time, either (i) the aggregate amount of then outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than an amount equal to five percent (5%) of the Revolving Credit Facility Amount, or (ii) (A) the aggregate amount of outstanding Revolving Credit Loans would not exceed the Borrowing Base by more than the amount proposed by the Agent and agreed to by the Required Lenders, and (B) such Overadvances are made pursuant to a plan (proposed by the Agent and agreed to by the Required Lenders) for the elimination of such Overadvances. The Overadvances made under clause (i) of this Section 4.12(a) shall be repayable not later than fifteen (15) days after the making of such Overadvances unless otherwise agreed by the Required Lenders. The foregoing provisions are for the sole and exclusive benefit of the Agent and the Administrative Lenders and are not intended to, and shall not be construed to, create any obligations of the Agent or Required Lenders may be willing in their sole discretion to make Revolving Loans any Lender to the Borrower Borrowers with respect to Overadvances or otherwise benefit the Borrowers in any way. The Overadvances and Agent Advances, as applicable, that are made pursuant to this Agreement shall be subject to the same terms and conditions as any other Advance except that such advances shall bear interest at a time when the Revolving Facility Credit Exposure exceedsthen Effective Interest Rate for Prime Advances; provided, or would exceed with however, that the making of any such Revolving Loan, the Borrowing Base (Overadvance shall not constitute a waiver of any such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made then 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 existence 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, in no event, unless otherwise consented to by all Revolving Lenders will:arising therefrom.

Overadvances. Insofar (i) Upon request of the Borrowers, the Agent may permit loans when the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding exceeds the Borrowing Base or which loans will cause the debit balance in the Loan Account plus the aggregate face amount of Letters of Credit outstanding to exceed the Borrowing Base. The Agent may require that such request be made in writing, setting forth the dollar amount of such contemplated overadvance, and be submitted to the Agent at least five (5) Business Days prior to the Borrowers' intended borrowing creating such overadvance. The Agent, as agent for and on behalf of the Borrower may Lenders, shall consider any such request and the Administrative Agent or Required Lenders may be willing in their sole discretion determine to make Revolving Loans such loan or loans in its sole and unrestricted discretion, subject to clause (ii) of this Section 2.7. Any such overadvances shall be made for the Borrower at a time when debit account of each of the Revolving Facility Credit Exposure exceeds, or would exceed with Lenders and the Lenders shall reimburse the Agent for the making of any such Revolving 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 being herein referred to individually as an “"Overadvance”" and collectively as "Overadvances"), the Administrative . The Agent will shall enter such Overadvances Overadvances, along with all interest, expenses and charges relating thereto, as debits in the applicable Loan Account. All Overadvances will shall bear interest at a rate per annum equal to 2.50% above the Base Rate in effect from time to time provided that if any Overadvance or any portion thereof is not paid when due, then the unpaid balance of such overadvance shall bear interest, in lieu of interest otherwise payable, to the extent permitted by law, compounded monthly at an interest rate equal to 4% above the Base Rate in effect from time to time after such overadvance or any portion thereof becomes overdue. Interest on Overadvances shall be repaid on demandpayable, will be secured jointly and severally, by the Collateral and will bear interest as provided Borrowers to the Agent for the account of the Lenders monthly in this Agreement for Revolving Loans generallyarrears on the first Business Day of each month. Any Overadvance made pursuant to the terms hereof will be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances change in the aggregate amount of $10.0 million or less may, unless Base Rate shall result in a Default or Event of Default has occurred and is continuing, be made change on the same day in the sole, reasonable discretion rate of interest to accrue from and after such date on the Administrative Agent; provided that unpaid balance of principal of any Overadvance. Interest accruing on the Required Lenders may at any unpaid balance of overadvances from time revoke to time shall be calculated on 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 basis of a Default or Event 360-day year for the actual number of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:days elapsed.

Overadvances. Insofar as (i) Agent may make voluntary Overadvances without the Borrower may request and the Administrative Agent or written consent of Required Lenders may for amounts charged to the Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(g)(i)(2)(C). Agent may, but shall not be willing in their sole discretion obligated to, knowingly and intentionally continue to make Revolving Loans Advances to Borrowers if, at any time, (1) either (A) the Borrower at a time when the outstanding Revolving Facility Credit Exposure exceeds, or Usage would not exceed with the making of any such Revolving Loan, the Borrowing Base by more than $4,000,000 or (any B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Agent and agreed to by Required Lenders, and (z) such Loan being herein referred to individually as an “Overadvance”), the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance Advances are made pursuant to a plan (proposed by Agent and agreed to by Required Lenders) for the terms hereof will be made elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (2) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Agent and Lenders and are not intended to benefit any Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentagesany way. Overadvances in the aggregate amount of $10.0 million or less mayThe Agent Advances and Foothill Loans, unless a Default or Event of Default has occurred and is continuingas applicable, be that are 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 pursuant to make future Overadvances; provided that no existing Overadvances will this Section 2.1(k) shall be subject to such revocation the same terms and conditions as any such revocation must other Advance or Foothill Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in writing and will become effective prospectively upon Section 2.6(c)(i) without regard to 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 presence 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 absence of a Default or Event of Default; provided, that Required Lenders may, at any time, revoke Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a waiver of such Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:arising therefrom.

Overadvances. Insofar as the Borrower may request and the (i) Administrative Agent may make or may cause Collateral Agent to make voluntary Overadvances without the written consent of Required Lenders for amounts charged to the Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(g)(i)(2)(C). Administrative Agent may or may cause Collateral Agent to, but such Agents shall not be willing in their sole discretion obligated to, knowingly and intentionally continue to make Revolving Loans Advances to Borrower if, at any time, (1) either (A) the Borrower at a time when the outstanding Revolving Facility Credit Exposure exceeds, or Usage would not exceed with the making of any such Revolving Loan, the Borrowing Base by more than $5,000,000 or (any such Loan being herein referred to individually as an “Overadvance”), B) (y) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount proposed by Administrative Agent will enter and agreed to by Required Lenders, and (z) such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance Advances are made pursuant to a plan (proposed by Administrative Agent and agreed to by Required Lenders) for the terms hereof will be made elimination of the outstanding Revolving Facility Usage in excess of the Borrowing Base, and (2) the outstanding Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees or Lender Group Expenses) does not exceed the Maximum Revolving Amount. The foregoing provisions are for the sole and exclusive benefit of Agents and Lenders and are not intended to benefit Borrower by all Lenders ratably or any other Company in accordance with their respective Revolving Facility Percentagesany way. Overadvances in the aggregate amount of $10.0 million or less mayThe Agent Advances and Agent Loans, unless a Default or Event of Default has occurred and is continuingas applicable, be that are 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 pursuant to make future Overadvances; provided that no existing Overadvances will this Section 2.1(k) shall be subject to such revocation the same terms and conditions as any such revocation must other Agent Loan or Agent Advance, except that the rate of interest applicable thereto shall be the rates set forth in writing and will become effective prospectively upon Section 2.6(c)(i) without regard to 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 presence 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 absence of a Default or Event of Default; provided, that Required Lenders may, at any time, revoke Administrative Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Administrative Agent's receipt thereof; provided further, however, that the making of such Overadvances shall not constitute a waiver of such Event of Default will require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders will:arising therefrom.

Overadvances. Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans to the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent will shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances will shall be repaid on demand, will shall be secured by the Collateral in accordance with the terms hereof and will of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof will shall be made to by the Borrower by all Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 7.5 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable 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; Overadvances (provided that no existing Overadvances will shall not be subject to such revocation and any such revocation must be in writing and will shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event (w) unless otherwise consented to by the Required Lenders, shall Overadvances in an aggregate amount of more than $10.0 7.5 million but less be outstanding at any time, (x) shall any Overadvances be outstanding for more than $25.0 million may45 consecutive days, 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, in no event, (y) unless otherwise consented to by the Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent or the Lenders make any additional Overadvances unless 30 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 Facility Loans on behalf of the applicable Lenders will:under this Section 2.01(b) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment.

Overadvances. Insofar as If the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole discretion to make aggregate Revolving Loans to outstanding exceed the Borrower at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Loan, the Borrowing Base Line Cap (any such Loan being herein referred to individually as an “Overadvance”)) at any time, the Administrative Agent will enter excess amount shall be payable by the Borrower on demand (or, if such Overadvances as debits Overadvance is due to the imposition of new Reserves, a change in the applicable Loan Account. All Overadvances will be repaid on demandmethodology of calculating existing Reserves, will be a change in eligibility criteria or standards or the occurrence of a Revaluation Date, within three Business Days following notice from the Administrative Agent) to the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and will bear interest as provided in this Agreement entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Revolving Overadvance Loans generally. Any Overadvance made pursuant and to forbear from requiring the Borrower to cure an Overadvance, (a) when no other Event of Default is known to the terms hereof will be made to Administrative Agent, as long as (i) the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $10.0 million or less may500,000, unless and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default has occurred and is continuing, be made in Default; it being understood that the sole, reasonable discretion making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders 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 then 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, Default. In no event shall the Borrower or other Credit Party be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $25.0 million or more and Overadvances permitted to require any Overadvance Loan 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, in no event, unless otherwise consented to by all Revolving Lenders will:made.

Overadvances. Insofar as the Borrower may request and the The Administrative Agent or Required Lenders may be willing in their sole discretion to shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the Borrower at a time when aggregate amount of the Revolving Facility Credit Exposure exceeds, or would to exceed with the making of any such Revolving Loan, the Borrowing Base (any such Loan being herein referred to individually as an “Overadvance”)Base, without the prior consent of all Lenders, except, that, the Administrative Agent will enter such Overadvances as debits in the applicable Loan Account. All Overadvances will be repaid on demand, will be secured by (after consultation with and 140 consent of the Collateral and will bear interest as provided in this Agreement for Agent) may make (or cause to be made) such additional Revolving Loans generally. Any Overadvance made pursuant or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the terms hereof will Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent and the Collateral Agent may deem necessary or advisable in their collective discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made to the Borrower by all Lenders ratably in accordance with their respective Revolving Facility Percentages. Overadvances in the aggregate amount of $10.0 million or less may, unless a Default or Event of Default has occurred and is continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided provided) after obtaining such actual knowledge that the Required Lenders may Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time revoke less 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 then outstanding amount of more than $10.0 million but less than $25.0 million may, unless a Default or Event any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of Default has occurred and is continuing, be made with the consent all of the Required Lenders. Overadvances in an aggregate amount Lenders or the Pro Rata Percentage of $25.0 million or more and Overadvances to be made after the occurrence and during the continuation Revolving Exposure of a Default or Event of Default will require Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Revolving Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). The foregoing notwithstandingEach 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 no event, unless otherwise consented to accordance with the terms of this Section 10.10. All Overadvances shall be secured by all Revolving Lenders will:Collateral.