Common use of Overadvances Clause in Contracts

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its terms.

Overadvances. If the aggregate outstanding Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent or Required Lenders, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less greater than the Tranche B Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate Revolver Commitments then in effect; and (b) regardless of whether an Event of Default exists, if 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 510% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate Revolver Commitments then in effect, and (ii) does not continue for more than 30 consecutive days; provided, however, that there shall be no more than three separate Overadvances in any Loan Year. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. If the aggregate Tranche B Revolver Loans exceed at any time (A) the Aggregate Borrowing Base minus Tranche A Borrowing Base or (B) the Tranche B Maximum Amount, the excess amount, on a Pro Rata basis for each Tranche B Revolver Lender, shall be automatically converted into an outstanding principal amount of the Tranche A Revolver Loan, on a Pro Rata basis for each Tranche A Revolver Lender.

Overadvances. If Total Revolving Outstandings exceeds the aggregate Revolver Loans exceed the Aggregate Borrowing Base Line Cap (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (ai) when no other Event of Default is known to the Administrative Agent, as long as (iA) the 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 (iiB) the Overadvance is not known by the Administrative Agent to exceed 5exceed, when taken together with Protective Advances pursuant to Section 2.01(d), 10% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesLine Cap; and (bii) 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 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances, Line Cap and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Revolving Outstandings to exceed the aggregate Revolver Revolving Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower the Borrowers or any other Obligor Loan Party be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance is appropriate shall be conclusive.

Overadvances. If the aggregate Revolver Revolving Loans outstanding exceed the Aggregate Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not 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 Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the aggregate outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Revolving Loans and LC Obligations to exceed the aggregate Revolver Revolving Commitments. Any funding The making of an any Overadvance Loan shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Credit Party be permitted to require any other Obligor Overadvance Loan to be deemed a beneficiary of this Section or authorized to enforce any of its termsmade.

Overadvances. If the aggregate Revolving Exposures for all Revolver Loans exceed Lenders exceeds the Aggregate lesser of the aggregate Revolver Commitments and the then applicable Borrowing Base (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B the Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; Base and (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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$500,000, and (ii) does not continue for more than 30 thirty (30) consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A aggregate Revolving Exposures for all Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Lenders to exceed the aggregate Revolver Commitments. Any funding The making of an any Overadvance Loan shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolver Lenders of the then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be permitted to require any other Obligor Overadvance Loan to be deemed a beneficiary of this Section or authorized to enforce any of its termsmade.

Overadvances. If Insofar as the aggregate Revolver 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 Aggregate making of any such Revolving Loan, the Borrowing Base at (any time, the excess amount (such Loan being herein referred to individually as an “Overadvance”) ), the Administrative Agent shall enter such Overadvances as debits in the applicable Loan Account. All Overadvances shall be payable by Borrower repaid on demand by Agentdemand, but all such Revolver Loans shall nevertheless constitute Obligations be secured by the Collateral and entitled to all benefits of the Loan Documentsshall bear interest as provided in this Agreement for Revolving Loans generally. Any payments received by Agent with respect Overadvance made pursuant to an Overadvance the terms hereof shall be applied first made to the Borrower Parties by all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver LoansLenders ratably in accordance with their respective Revolving Facility Percentages. Unless its authority has been revoked Overadvances in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal aggregate amount of Tranche B Revolver Loans is not $5.0 million or less than the Tranche B Maximum Amountmay, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other unless a Default or Event of Default has occurred and is known continuing, be made in the sole, reasonable discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such 61 revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Overadvances in an aggregate amount of more than $5.0 million but less than $10.0 million may, as long as unless a Default or Event of Default has occurred and is continuing, be made with the consent of the Required Lenders. Overadvances in an aggregate amount of $10.0 million or more and Overadvances to be made after the occurrence and during the continuation of a Default or Event of Default shall require the consent of all Revolving Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Revolving Lenders, (ix) the Overadvance does not continue shall any Overadvances be outstanding 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 90 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (iiy) after all outstanding Overadvances have been repaid, shall the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Administrative Agent or Lenders make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall the Administrative Agent make Revolving Loans on behalf of Lenders under this Section 2.01(b) to the extent such Revolving Loans would cause a Lender’s share of the Event of Default caused thereby. In no event shall Borrower Revolving Facility Credit Exposure to exceed such Xxxxxx’s Revolving Facility Commitment or any other Obligor cause the aggregate Revolving Facility Commitments to be deemed a beneficiary of this Section or authorized to enforce any of its termsexceeded.

Overadvances. If The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate Revolver Loans amount of the Revolving Exposure to exceed the Aggregate Borrowing Base at any timeBase, without the prior consent of all Lenders, except, that, the excess amount Administrative Agent (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by after consultation with and consent of the Collateral and entitled Agent) may make (or cause to all benefits be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Credit on behalf of Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount intentionally and with actual knowledge that such Loans or Letters of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, Credit will cause (a) when no other Event of Default is known the total outstanding Revolving Exposure to Agentexceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as long as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”), provided, that: (i) the Overadvance does total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not continue for more than 30 consecutive days (exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) shall not cause the Overadvance is not known by Agent Revolving Exposure to exceed 5% the Revolving Commitments of all of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from Lenders or the date of such discovery the Overadvance (i) is not increased by more than 5% Pro Rata Percentage of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations Revolving Exposure of any Tranche A Revolver a Lender to exceed its Tranche A Revolver such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding Tranche B Revolver Loans of for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the outstanding Tranche A Revolver LoansAdministrative Agent shall be entitled to recover such funds, Tranche B Revolver Loans and LC Obligations 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 exceed the aggregate Revolver CommitmentsAdministrative Agent at the interest rate provided for in Section 2.06(c). Any funding Each Lender shall be obligated to pay the Administrative Agent the amount of an its Pro Rata Percentage of any such Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by provided, that the Administrative Agent or Lenders of is acting in accordance with the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary terms of this Section or authorized to enforce any of its terms10.10. All Overadvances shall be secured by Collateral.

Overadvances. If Insofar as the Borrower may request and the Administrative Agent or Required Lenders may be willing in their sole and absolute discretion to make Revolving Facility Loans at a time when the Revolving Facility Credit Exposure exceeds, or would exceed with the making of any such Revolving Facility Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an “Overadvance”), the Administrative Agent or Required Lenders shall make such Overadvances available. All Overadvances shall be repaid on demand, shall be secured by the Collateral in accordance with the terms hereof and of the Security Documents and shall bear interest as provided in this Agreement for the Revolving Facility Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by the Revolving Facility Lenders ratably in accordance with their Revolving Facility Percentages. Overadvances not exceeding 5.0% of the then applicable Borrowing Base in the aggregate Revolver Loans exceed may, unless a Default or Event of Default has occurred and is continuing, be made in the Aggregate sole and absolute discretion of the Administrative Agent; provided that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Overadvances (provided that existing Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). The foregoing notwithstanding, in no event, (w) unless otherwise consented to by the Required Lenders, shall Overadvances in an aggregate amount of more than 5.0% of the then applicable Borrowing Base be outstanding at any time, the excess amount (“Overadvance”x) shall any Overadvances be payable by Borrower on demand by Agentoutstanding for more than 45 consecutive days, but all such Revolver Loans shall nevertheless constitute Obligations secured (y) unless otherwise consented to by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, after all outstanding Overadvances have been repaid, shall the Administrative Agent may require Tranche B Revolver or the Lenders and, if make any additional Overadvances unless 30 days or more have expired since the last date on which any Overadvances were outstanding principal amount of Tranche B Revolver or (z) shall the Administrative Agent make Revolving Facility Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% on behalf of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (bapplicable Lenders under this Section 2.01(c) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of extent such discovery the Overadvance (i) is not increased by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Revolving Facility Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender total Revolving Facility Credit Exposure to exceed its Tranche A Revolver Commitment, the total Revolving Facility Commitments minus any Line Reserves or (ii) a Lender’s share of the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender Revolving Facility Credit Exposure to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its termssuch Lender’s Revolving Facility Commitment.

Overadvances. If Revolver Usage exceeds the aggregate Revolver Loans exceed the Aggregate Borrowing Base (such excess amount, an “Overadvance”) at any time, the excess amount (“Overadvance”) such Overadvance shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans and LC Obligations in excess of the Borrowing Base shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, $5,000,000 and (ii) does not continue for more than 30 consecutive days; provided that the aggregate amount of outstanding Overadvances and Protective Advances shall not, at any time, exceed 10% of the Borrowing Base. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Usage to exceed the aggregate Revolver Commitments. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or 2.1.5 nor authorized to enforce any of its terms.

Overadvances. If In the event and on such occasion that the aggregate outstanding Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess Borrowers shall prepay the Revolver Loans and/or Swingline Loans in an aggregate amount (“Overadvance”) shall be payable by Borrower on demand by Agentequal to such excess, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5the greater of (A) $10,000,000, or (B) 10% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$3,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments, or would cause the aggregate of all Overadvances and Protective Advances to exceed $10,000,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Tranche A Revolver Loans exceed the Aggregate Tranche A Borrowing Base (“Tranche A Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent or the Required Lenders, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance If the aggregate Tranche A-1 Revolver Loans exceed the Tranche A-1 Borrowing Base (“Tranche A-1 Overadvance”) at any time, the excess amount shall be applied first to all outstanding be, so long as there are no Tranche A Revolver Loans and then no Letters of Credit outstanding, payable by Borrowers on demand by Agent or the Required Lenders, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all outstanding Tranche B Revolver Loansbenefits of the Loan Documents. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvancea Tranche A Overadvance so long as, at the time of the making of a Tranche A Overadvance (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does Loans have not continue been outstanding for more than 30 consecutive ninety (90) total days in the preceding 365 day period and (and no Overadvance may exist for at least five consecutive days thereafter before further b) the aggregate amount of all Overadvance Loans and Protective Advances are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Aggregate Tranche A Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 Base plus 5% of the Aggregate Tranche A-1 Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (ix) the outstanding Loans and LC Obligations to exceed the aggregate Commitments or (y) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Tranche A Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an a Tranche A Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Overadvance Loans shall be funded as Base Rate Tranche A Revolver Loans. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Each Tranche A Lender shall participate in each Overadvance Loan on a Pro Rata basis.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrowers on the sooner of three (3) Business Days after Agent’s demand or the third Business Day after any Borrower on demand by Agenthas knowledge thereof, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to AgentAgent to be continuing, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% exceed, when aggregated with the aggregate principal amount of the Aggregate Borrowing Base, less any outstanding Protective AdvancesAdvances under Section 2.1.6, $5,000,000; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$3,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 pursuant to this sentence are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and or (b) regardless of whether an Event of Default exists, if 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 to more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If (i) the Dollar Equivalent of the aggregate Revolver Loans exceed Tranche A Revolving Exposure exceeds the Aggregate Borrowing Base Tranche A Line Cap and/or (ii) the Dollar Equivalent of the aggregate Revolving Exposure outstanding exceeds the Line Cap (an "Overadvance"), in each case, at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agentthe applicable Borrowers in accordance with Section 2.09(b)(ii), but all such Revolver Loans Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all the benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not 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 Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and Line Cap or (b) regardless of whether an Event of Default exists, if when the Administrative Agent discovers an Overadvance not previously known by it to exist, as so long as from the date of such discovery discovery, the Overadvance (i) is does not increased increase by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$3,500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the Dollar Equivalent of the aggregate outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Revolving Exposure to exceed the aggregate Revolver Tranche A Revolving Commitments and/or the Revolving Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance Loan shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Credit Party be permitted to require any other Obligor Overadvance Loan to be deemed a beneficiary made. Required Lenders may at any time revoke the Administrative Agent's authority to make further Overadvance Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent's determination that funding of this Section or authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans (including the Overadvances and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (iiProtective Advances) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments, or that would cause the sum of the outstanding Overadvances known by Agent to exist plus any outstanding Protective Advances to exceed $15,000,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand Borrowers within one (1) Business Day of request by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is shall not be increased by more than to an amount in excess of 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate aggregate Revolver Commitments or the Borrowing Base (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) without duplication of Overadvances permitted under clause (a), regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$10,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 10% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate Revolver Commitments, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent or Required Lenders, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate Revolver Commitments then in effect; and (b) regardless of whether an Event of Default exists, if 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 510% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate Revolver Commitments then in effect, and (ii) does not continue for more than 30 consecutive days; provided, however, that there shall be no more than three separate Overadvances in any Loan Year. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate principal amount of the outstanding Revolver Loans exceed exceeds the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate lesser of (x) the Borrowing Base, less any outstanding Protective AdvancesBase (without giving effect to the LC Reserve for purposes of this calculation) and (y) the Revolver Commitments; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 2% of the Aggregate lesser of (x) the Borrowing Base, less any outstanding Protective AdvancesBase (without giving effect to the LC Reserve for purposes of this calculation) and (y) the Revolver Commitments (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the lesser of (x) the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation) and (y) the Revolver Commitments, and (ii) does not continue for more than 30 consecutive days. In no event shall an Overadvance Loans be required that would cause (i) the aggregate principal amount of the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments then in effect. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Revolving Loans outstanding exceed the Aggregate Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand (or, if such Overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within three Business Days following notice from the Administrative Agent) by the Administrative Agent, but all such Revolver Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance 75 Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the aggregate outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Revolving Loans and LC Obligations to exceed the aggregate Revolver Revolving Commitments. Any funding The making of an any Overadvance Loan shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Credit Party be permitted to require any other Obligor Overadvance Loan to be deemed a beneficiary of this Section or authorized to enforce any of its termsmade.

Overadvances. If the aggregate principal amount of the outstanding Revolver Loans exceed exceeds the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate lesser of (x) the Borrowing Base, less any outstanding Protective AdvancesBase (without giving effect to the LC Reserve for purposes of this calculation) and (y) the Revolver Commitments; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 2% of the Aggregate lesser of (x) the Borrowing Base, less any outstanding Protective Advances, Base (without giving effect to the LC Reserve for purposes of this calculation) and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (iy) the outstanding Tranche A Revolver Loans and LC Obligations Commitments (provided that the aggregate amount of any Tranche A Revolver Lender all Overadvances shall not exceed an amount equal to exceed its Tranche A Revolver Commitment, 7.5% of the lesser of (iix) the outstanding Tranche B Revolver Loans Borrowing Base (without giving effect to the LC Reserve for purposes of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or this calculation) and (iiiy) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its terms., and

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base Facility Exposure exceeds, at any time, the excess amount Collateral Line Cap (“Overadvance”) shall be payable by Borrower on demand by Agent), but all such Revolver Loans the excess amount (which shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received ) shall be payable by Borrowers on demand by Agent (or within two (2) Business Days with respect to the repayment of outstanding Loans in the event of an Overadvance shall be applied first caused by an establishment or modification of any component of the Availability Reserve then in effect to all outstanding Tranche A Revolver Loans and then the extent that such establishment or DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 modification is not subject to all outstanding Tranche B Revolver Loansa two (2) Business Day notice period under the definition of Availability Reserve). Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (ai) when no other Event of Default is known to Agent, as long as (iA) the Overadvance does not continue for more than 30 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (iiB) the Overadvance is not known by Agent to exceed 5% exceed, when combined with Protective Advances under Section 2.1.6, ten percent (10%) of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (bii) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (iA) is not increased by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$10,000,000, and (iiB) does not continue for more than 30 thirty (30) consecutive days. In no event shall an Overadvance Loans Loan be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Facility Exposure to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Overadvances may be made even if the conditions precedent set forth in Section 6.2 have not been satisfied (or waived).

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance Overadvance, when combined with all other Overadvances and Protective Advances, as applicable, is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment [reserved] or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments of all Lenders. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If (a) the aggregate Domestic Revolver Loans exceed the Aggregate Domestic Borrowing Base, or, if applicable, when combined with the aggregate UK Revolver Loans, the Indenture Formula Amount (“Domestic Overadvance”), or (b) the Dollar Equivalent of the aggregate UK Revolver Loans exceed the UK Borrowing Base at any time(“UK Overadvance”), the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Domestic Overadvance Loans or UK Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Domestic Overadvance Loans or UK Overadvance Loans are required), and (ii) the Overadvance Overadvance, when combined with all other Domestic or UK Overadvances and Protective Advances, as applicable, is not known by Agent to exceed 510% of the Aggregate Domestic Borrowing Base or UK Borrowing Base, less any outstanding Protective Advancesas applicable; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Domestic Borrowing Base or UK Borrowing Base, less any outstanding Protective Advancesas applicable, and (ii) does not continue for more than 30 consecutive days. In no event shall Domestic Overadvance Loans be required made that would cause (i) the outstanding Tranche A Domestic Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and Domestic LC Obligations to exceed the aggregate Domestic Revolver Commitments and in no event shall UK Overadvance Loans be made that would cause the outstanding UK Revolver Loans and UK LC Obligations to exceed the aggregate UK Revolver Commitments. Any funding of an a Domestic Overadvance Loan or UK Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans and LC Obligations exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, aggregate Commitments then in effect (less any the then outstanding amount of Protective Advances); and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance Overadvance, (i) is not increased by more than 5% $5,000,000 (less the then outstanding amount of the Aggregate Borrowing Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments and in no event shall an Overadvance cause the sum of any Lender’s Loans and Pro Rata share of the LC Obligations then outstanding to exceed its Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Outstanding Amount of the Revolving Credit Loans exceed exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver excess Revolving Credit Loans shall nevertheless constitute Senior Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Revolving Credit Lenders to honor (pro rata in accordance with their Applicable Percentages) requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 5exceed, when taken together with all Protective Advances, the lesser of (x) $15,000,000 and (y) an amount equal to 10.00% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the (iA) the outstanding Tranche A Revolver Loans and LC Obligations aggregate Outstanding Amount of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Revolving Credit Loans of any Tranche B Revolver Lender Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed its Tranche B Revolver such Revolving Credit Lender’s Revolving Credit Commitment or (iiiB) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Revolving Credit Outstandings to exceed (x) the aggregate Revolver CommitmentsRevolving Credit Facility minus (y) the Availability Reserve in the Administrative Agent’s Credit Judgment at such time. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section 2.01(b) or authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvance Loans made under this Section 2.01(b) may be made in the form of Swing Line Loans in accordance with Section 2.04.

Overadvances. If the aggregate Revolver Outstanding Amount of the Revolving Credit Loans exceed exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by the Borrower on demand by the Administrative Agent, but all such Revolver excess Revolving Credit Loans shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect Notwithstanding anything to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans the contrary contained herein and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenderswhether or not a Default or Event of Default exists at the time, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Revolving Credit Lenders to honor (pro rata in accordance with their Applicable Percentages) requests or deemed requests for Overadvance Loans and to forbear from requiring the Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, Overadvance as long as (i) the Overadvance does not continue for more than 30 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 5exceed, when taken together with all Protective Advances, the lesser of (x) $10,000,000 and (y) an amount equal to 10.00% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the (iA) the outstanding Tranche A Revolver Loans and LC Obligations aggregate Outstanding Amount of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Revolving Credit Loans of any Tranche B Revolver Lender Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed its Tranche B Revolver such Revolving Credit Lender’s Revolving Credit Commitment or (iiiB) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Revolving Credit Outstandings to exceed (x) the aggregate Revolver CommitmentsRevolving Credit Facility minus (y) the Availability Reserve in the Administrative Agent’s Credit Judgment at such time. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. The Administrative Agent’s authorization to require Revolving Credit Lenders to honor requests or deemed requests for Overadvance Loans may be revoked at any time by the Required Lenders. In no event shall the Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section 2.01(b) or authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvance Loans made under this Section 2.01(b) may be made in the form of Swing Line Loans in accordance with Section 2.04.

Overadvances. If the aggregate Revolver Loans and LC Obligations exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, aggregate Commitments then in effect (less any the then outstanding amount of Protective Advances); and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance Overadvance, (i) is not increased by more than 5% $5,000,000 (less the then outstanding amount of the Aggregate Borrowing Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments and in no event shall an Overadvance cause the sum of any Lender's Loans and Pro Rata share of the LC Obligations then outstanding to exceed its Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate lesser of Borrowing Base or the Commitments (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on within one (1) Business Day of demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Transaction Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days; provided that in each such case, the requested amount of such Overadvance Loan does not exceed fifteen percent (15%) of the Borrowing Base as calculated by Borrower in the Borrowing Base Certificate submitted to Agent immediately prior to the most recent Borrowing Base Certificate that reflected an Overadvance. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate principal amount of all Revolver Loans exceed and LC Obligations of either Borrower exceeds the Aggregate Borrowing Base of such Borrower at any timetime (each an “Overadvance”), the excess amount (“Overadvance”) shall be payable by such Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute U.S. Obligations or Singapore Obligations, as the case may be, secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 510% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesRevolver Commitment, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments minus the Availability Reserve. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent (such demand to be made by Agent at its election or at the direction of Required Lenders) , but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$2,500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause the (ix) the aggregate amount of outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments or (y) sum of the aggregate amount of Overadvances outstanding plus the aggregate amount of Protective Advances outstanding to exceed $5,500,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.”

Overadvances. If the aggregate Revolver Loans exceed Total Utilization of Revolving Commitments exceeds the Aggregate Borrowing Base (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by the Borrower on demand by the Administrative Agent, but all such Revolver Loans Credit Extensions shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrower to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not 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)days, and (ii) the Overadvance aggregate amount of all Overadvances and Agent Advances is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (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 5% of the Aggregate Borrowing Base$1,500,000, less any outstanding Protective Advances, and or (ii) does not continue for more than 30 consecutive days; provided that such Revolving Loans may only be made as Base Rate Loans. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations Total Utilization of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Revolving Commitments to exceed the aggregate Revolver CommitmentsTotal Commitment. Any Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that the funding of Overadvances is appropriate shall be conclusive. The making of any Overadvance permitted hereby shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance Loan or sufferance of an Overadvance permitted hereby shall not constitute a waiver by the Administrative Agent or the Lenders of the any then existing Event of Default caused therebyDefault. In no event shall the Borrower or any other Obligor be deemed a beneficiary of this Section or authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Revolver Loans Total Outstandings exceed the Aggregate Total Borrowing Base at any timetime or if the US Outstandings exceed the US Borrowing Base at any time (a “US Overadvance”) or if the European Outstandings exceed the European Borrowing Base at any time (a “European Overadvance”; and together with the US Overadvances, each an “Overadvance”), in each case the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by to the Administrative Agent, but all such Revolver Loans the excess amount of the Total Outstandings shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect ; provided that the European Borrower shall not be required to an pay any Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loansother than a European Overadvance. Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (ai) when no other Event of Default is known to the Administrative Agent, as long as (iA) the 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 (iiB) the Overadvance is not known by the Administrative Agent to (1) exceed 510% of the Aggregate Total Borrowing Base or (2) with respect to the US Outstandings, to exceed 10% of the US Borrowing Base or (3) with respect to the European Outstandings, to exceed 10% of the European Borrowing Base, less any outstanding Protective Advances; and (bii) 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 (iA) is not increased by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (iiB) does not continue for more than 30 consecutive days. In Notwithstanding the foregoing, in no event shall Overadvance Loans be required requested that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Outstandings to exceed the aggregate Revolver CommitmentsAggregate Commitments or the US Outstandings to exceed the Total US Sublimit or the European Outstandings to exceed the Total European Sublimit. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less greater than the Tranche B Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance Overadvance, when combined with all other Overadvances and Protective Advances, as applicable, is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Notwithstanding anything to the contrary set forth in this Section 2.1.5, if the aggregate Tranche B Revolver Loans exceed at any time (A) the Aggregate Borrowing Base minus Tranche A Borrowing Base or (B) the Tranche B Maximum Amount, the excess amount, on a Pro Rata basis for each Tranche B Revolver Lender, shall be automatically converted into an outstanding principal amount of the Tranche A Revolver Loan, on a Pro Rata basis for each Tranche A Revolver Lender. 2.1.6.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate amount that equals (x) the lesser of the Borrowing Base and the aggregate amount of Commitments, minus (y) the LC Obligations (such excess Loans, “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand (unless such excess amount is caused by an increase in Availability Reserve or the funding of an Overadvance Loan, in which case such excess amount shall be payable by Borrowers within five Business Days of the occurrence of such excess amount or, in the case of the funding of an Overadvance Loan, by the earlier of (i) 30 days after the funding of such Overadvance Loan and (ii) one Business Day after demand by Agent) (it being understood that no Loan (other than Overadvance Loan made pursuant to the immediately succeeding sentence and Protective Advances) shall be made and no Letter of Credit shall be issued at any time an Overdance is outstanding) by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for until at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the aggregate outstanding amount of Overadvance and Protective Advances is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less $15,000,000 at any outstanding Protective Advancestime; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused therebythereby unless and except to the extent such Overadvance is caused by the funding of an Overadvance Loan. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less greater than the Tranche B Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance Overadvance, when combined with all other Overadvances and Protective Advances, as applicable, is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Notwithstanding anything to the contrary set forth in this Section 2.1.5, if the aggregate Tranche B Revolver Loans exceed at any time (A) the Aggregate Borrowing Base minus Tranche A Borrowing Base or (B) the Tranche B Maximum Amount, the excess amount, on a Pro Rata basis for each Tranche B Revolver Lender, shall be automatically converted into an outstanding principal amount of the Tranche A Revolver Loan, on a Pro Rata basis for each Tranche A Revolver Lender.

Overadvances. If the aggregate Tranche A Revolver Loans and LC Obligations exceed the Aggregate result of (a) the Tranche A Borrowing Base minus (b) the Tranche A-1 Utilization Amount (“Tranche A Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent or the Required Lenders, but all such Tranche A Revolver Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvancea Tranche A Overadvance so long as, at the time of the making of a Tranche A Overadvance (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does Loans have not continue been outstanding for more than 30 consecutive ninety (90) total days in the preceding 365 day period and (and no Overadvance may exist for at least five consecutive days thereafter before further b) the aggregate amount of all Overadvance Loans and Protective Advances are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of Base at such discovery the Overadvance (i) is not increased by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive daystime. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Tranche A Revolver CommitmentsCommitments at such time. Any funding of an Overadvance Loan or sufferance of an a Tranche A Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Overadvance Loans consisting of Loans shall be funded as Base Rate Tranche A Revolver Loans. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Each Tranche A Lender shall participate in each Overadvance Loan on a Pro Rata basis.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base at any timeBase, or, if applicable, the Indenture Formula Amount (“Overadvance”), the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance Overadvance, when combined with all other Overadvances and Protective Advances, as applicable, is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver One Loans exceed the Aggregate Borrowing Base for Revolver One Loans or if the aggregate Revolver Two Loans exceed the Borrowing Base for Revolver Two Loans (in each case, an (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand Borrowers within one (1) Business Day of request by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed (A) in respect of Revolver One Loans, up to an aggregate amount of 5% of the Aggregate Borrowing BaseBase for Revolver One Loans outstanding at any time, less and (B) in respect of Revolver Two Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver Two Loans outstanding at any outstanding Protective Advancestime; and ; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is shall not be increased by more than to an amount in excess of 5% of the Aggregate applicable Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver One Loans and LC Obligations to exceed the aggregate Revolver One Commitments or the outstanding Revolver Two Loans and LC Obligations to exceed the aggregate Revolver Two Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate principal amount of all Revolver Loans exceed and LC Obligations of Borrower exceeds the Aggregate Borrowing Base at any timetime (each an “Overadvance”), the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 510% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesRevolver Commitment, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments minus the Availability Reserve. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$2,500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed Usage exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 52 previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than 5an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Borrowing Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall an Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Usage to exceed the aggregate Revolver CommitmentsCommitments then in effect. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand Borrowers within one (1) Business Day of request by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is shall not be increased by more than to an amount in excess of 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or 2.1.5 nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans made to CAI exceed the Aggregate CAI Borrowing Base or the aggregate Revolver Loans made to CCI and CCCI exceed the CCI Borrowing Base, (in each case, an "Overadvance") or the aggregate Revolver Loans made to all Borrowers exceed the lesser of the aggregate Revolver Commitments and the Borrowing Base at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by AgentBorrowers immediately, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of $10,000,000 in the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed Facility Usage exceeds the Aggregate Borrowing Base ("Overadvance") at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver FILO Lenders and, if the outstanding principal amount of Tranche B Revolver FILO Loans is not less than the Tranche B FILO Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall an Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver FILO Loans of any Tranche B Revolver FILO Lender to exceed its Tranche B Revolver FILO Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver FILO Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans outstanding exceed the Aggregate Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the 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 Overadvance aggregate amount of all Overadvances is not known by the Agent to exceed 5% of the Aggregate Borrowing Base and the aggregate amount of all Overadvance Loans, together with the aggregate amount of all Protective Advances, is not known by the Agent to exceed 10% of the Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if the 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$2,500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the aggregate outstanding Tranche A Revolver Loans and LC Obligations Letter of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Credit Obligations to exceed the aggregate Revolver Commitments. Any Required Lenders may at any time revoke the Agent’s authority to make further Overadvances by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of an a Overadvances is appropriate shall be conclusive. The making of any Overadvance Loan shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Agent or the Lenders of the then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be permitted to require any other Obligor Overadvance Loan to be deemed a beneficiary of this Section or authorized to enforce any of its termsmade.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$6,500,000; and or (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$6,500,000, and (ii) does not continue for more than 30 consecutive days; provided that in no event shall any Overadvance Loans be made to the extent the principal amount of outstanding Overadvance Loans known to Agent when aggregated with the outstanding principal amount of all Protective Advances, would exceed $10,000,000. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 10% of the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate amount of Revolver Commitments, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor Obligated Party be deemed a beneficiary of this Section or 2.1.5 nor authorized to enforce any of its terms.”

Overadvances. If the aggregate Revolver Loans exceed Facility Usage exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver FILO Lenders and, if the outstanding principal amount of Tranche B Revolver FILO Loans is not less than the Tranche B FILO Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall an Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver FILO Loans of any Tranche B Revolver FILO Lender to exceed its Tranche B Revolver FILO Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver FILO Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, Commitment or (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its terms.

Overadvances. If at any time the aggregate Revolver Loans Total Revolving Credit Outstandings exceed the Aggregate Borrowing Base Line Cap at any timesuch time (such excess amount, the excess amount (an “Overadvance”) ), such Overadvance shall be payable by Borrower on demand by Agentthe Borrowers as set forth in Section 2.05(b)(v), but all such Revolver Loans and L/C Obligations in excess of the Line Cap shall nevertheless constitute Obligations secured by the Collateral and be entitled to all benefits of the Loan Documents. Any payments received by Agent with respect Subject to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked the limitation set forth in writing by Required Lendersthe third sentence of this Section 2.01(c), the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure cure, and exercising remedies under Section 8.02 with respect to, an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the 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 Overadvance is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesLine Cap; and (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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, $5,000,000 and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (ix) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Revolving Credit Outstandings to exceed the aggregate Revolver CommitmentsRevolving Credit Facility or (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Revolving Credit Commitment. Any Subject to the forbearance under the second preceding sentence of this Section 2.01(c), any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. The aggregate Outstanding Amount of Overadvances and Protective Advances shall not, at any time, exceed 10% of the Line Cap. In no event shall any Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section or 2.01(c) nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand Borrowers within one (1) Business Day of request by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is shall not be increased by more than to an amount in excess of 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent's authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Outstanding Amount of the Revolving Credit Loans exceed exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver excess Revolving Credit Loans shall nevertheless constitute Senior Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Revolving Credit Lenders to honor (pro rata in accordance with their Applicable Adjusted Percentages) requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 5exceed, when taken together with all Protective Advances, the lesser of (x) $15,000,000 and (y) an amount equal to 10.00% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the (iA) the outstanding Tranche A Revolver Loans and LC Obligations aggregate Outstanding Amount of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Revolving Credit Loans of any Tranche B Revolver Lender Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all Swing Line Loans to exceed its Tranche B Revolver such Revolving Credit Lender’s Revolving Credit Commitment or (iiiB) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Total Revolving Credit Outstandings to exceed (x) the aggregate Revolver CommitmentsRevolving Credit Facility minus (y) the Availability Reserve in the Administrative Agent’s Credit Judgment at such time. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section 2.01(b) or authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvance Loans made under this Section 2.01(b) may be made in the form of Swing Line Loans in accordance with Section 2.04.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (an “Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) without duplication of Overadvances permitted under clause (a), regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$10,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If Total Revolving Outstandings exceeds the aggregate Revolver Loans exceed the Aggregate Borrowing Base Line Cap (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower the Borrowers on demand by the Administrative Agent, but all such Revolver Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, The Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower the Borrowers to cure an Overadvance, (ai) when no other Event of Default is known to the Administrative Agent, as long as (iA) the 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 (iiB) the Overadvance is not known by the Administrative Agent to exceed 5exceed, when taken together with Protective Advances pursuant to Section 2.01(d), 10% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesLine Cap; and (bii) 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 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances, Line Cap and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause Total Revolving Outstandings (iexcluding amounts charged to the Loan Account for interest, fees or expenses required to be paid by the Company hereunder) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Revolving Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower the Borrowers or any other Obligor Loan Party be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance is appropriate shall be conclusive.

Overadvances. If the aggregate Revolver amount of Revolving Credit Loans plus L/C Obligations exceed the Aggregate Borrowing Base or the Aggregate Commitments at any timetime ("OVERADVANCE"), the such excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by the Administrative Agent; provided, but all however, that if such Revolver Loans Overadvance is caused solely by a change in the composition or calculation of the Availability Reserve, no such demand shall nevertheless be effective until the expiration of at least three (3) Business Days after notice of such change is given to the Borrower Agent by the Administrative Agent. All Overadvances shall constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not 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 Overadvance is not known by the Administrative Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Revolving Credit Loans and LC Obligations to exceed the aggregate Revolver Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor Loan Party be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans made to CAI exceed the Aggregate CAI Borrowing Base or the aggregate Revolver Loans made to CCI and CCCI exceed the CCI Borrowing Base, (in each case, an “Overadvance”) or the aggregate Revolver Loans made to all Borrowers exceed the lesser of the aggregate Revolver Commitments and the Borrowing Base at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand by AgentBorrowers immediately, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of $15,000,000 in the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed Facility Usage exceeds the Aggregate Borrowing Base ("Overadvance") at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by Required Lenders, Agent may require Tranche B Revolver FILO Lenders and, if the outstanding principal amount of Tranche B Revolver FILO Loans is not less than the Tranche B FILO Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default other than an Event of Default created by the existence of an Overadvance is known to Agent, as long as provided that (i) the no Overadvance does not may continue for more than 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvance Loans are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by Agent to exceed an amount equal to 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 59 Base, less any outstanding Protective Advances), and (ii) does not continue for more than 30 consecutive days. In no event shall an Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver FILO Loans of any Tranche B Revolver FILO Lender to exceed its Tranche B Revolver FILO Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver FILO Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”), the aggregate Revolver Commitments at any timetime during the months from June through November of each calendar year, or $35,000,000 at any time during the months of January, February, March, April, May and December of each calendar year, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 510% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$6,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Tranche A Revolver Loans and LC Obligations exceed the Aggregate Tranche A Borrowing Base (“Tranche A Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by AgentAgent or the Required Lenders, but all such Loans and LC Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. If the aggregate Tranche A-1 Revolver Loans exceed the Tranche A-1 Borrowing Base (“Tranche A-1 Overadvance”) at any time, the excess amount shall be, so long as there are no Tranche A Revolver Loans and no Letters of Credit outstanding, payable by Borrowers on demand by Agent or the Required Lenders, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvancea Tranche A Overadvance so long as, at the time of the making of a Tranche A Overadvance (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does Loans have not continue been outstanding for more than 30 consecutive ninety (90) total days in the preceding 365 day period and (and no Overadvance may exist for at least five consecutive days thereafter before further b) the aggregate amount of all Overadvance Loans and Protective Advances are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of Base at such discovery the Overadvance (i) is not increased by more than 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive daystime. In no event shall Overadvance Loans be required that would cause (ix) the outstanding Loans and LC Obligations to exceed the aggregate Commitments at such time or (y) the outstanding Tranche A Revolver Loans and LC Obligations of any to exceed the Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver CommitmentsCommitments at such time. Any funding of an Overadvance Loan or sufferance of an a Tranche A Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Overadvance Loans consisting of Loans shall be funded as Base Rate Tranche A Revolver Loans. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Each Tranche A Lender shall participate in each Overadvance Loan on a Pro Rata basis.

Overadvances. If the aggregate Revolver Revolving Loans exceed the Aggregate Borrowing Base ("Overadvance") or the aggregate Revolving Loan Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Administrative Agent, but all such Revolver Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Requisite Lenders, Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Administrative Agent, as long as (i) the 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 Overadvance is not known by Administrative Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$2,000,000; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$1,000,000, and (ii) does not continue for more than 30 consecutive days; provided, that in no event shall Lenders be required to honor requests for Overadvance Loans if an Overadvance has existed on more than 90 days in any consecutive twelve-month period. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Revolving Loans and LC Obligations to exceed the aggregate Revolver Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower Borrowers or any other Obligor be deemed a beneficiary of this Section or 2.1(b) nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver One Loans exceed the Aggregate Borrowing Base (for Revolver One Loans or if the aggregate Revolver Two Loans exceed the Borrowing Base for Revolver Two Loans (in each case, an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower on demand Borrowers within one (1) Business Day of request by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed (A) in respect of Revolver One Loans, up to an aggregate amount of 5% of the Aggregate Borrowing BaseBase for Revolver One Loans outstanding at any time, less and (B) in respect of Revolver Two Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver Two Loans outstanding at any outstanding Protective Advancestime; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is shall not be increased by more than to an amount in excess of 5% of the Aggregate applicable Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver One Loans and LC Obligations to exceed the aggregate Revolver One Commitments or the outstanding Revolver Two Loans and LC Obligations to exceed the aggregate Revolver Two Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5120% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesBase as set forth in the most recent Borrowing Base Certificate delivered pursuant to Section 8.1; and (b) regardless of whether an Event of Default exists, if 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 520% of the Aggregate Borrowing Base, less any outstanding Protective AdvancesBase as set forth in the most recent Borrowing Base Certificate delivered pursuant to Section 8.1, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate Revolver Loans exceed the Aggregate Borrowing Base (an “Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$10,000,000; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$2,000,000, and (ii) does not continue for more than 30 consecutive daysdays (provided, however, that, for purposes of the requests and forbearances referred to in this sentence above only, the aggregate amount of Overadvances outstanding under clauses (a) and (b) at any time shall not exceed $5,000,000 without the prior consent of Required Lenders). In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance by their giving of written notice Agent. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the aggregate CAI Revolver Loans exceed Usage exceeds the Aggregate CAI Borrowing Base, CCI Revolver Usage exceeds the CCI Borrowing Base, or Revolver Usage exceeds the Borrowing Base at any time(in each case, an “Overadvance”), the excess amount (“Overadvance”) shall be payable by Borrower on demand by AgentBorrowers immediately, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of $15,000,000 in the Aggregate Borrowing Base, less any outstanding Protective Advancesaggregate; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required made that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations Usage to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the any Event of Default caused therebythen existing. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms.

Overadvances. If the outstanding aggregate Revolver Loans and L/C Obligations exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable by Borrower Borrowers on demand demand, in writing, by Agent, but all such Revolver Loans and L/C Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by Required Lenders, Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the 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 Overadvance is not known by Agent to exceed 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$7,500,000; and (b) regardless of whether an Event of Default exists, if 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 5% of the Aggregate Borrowing Base, less any outstanding Protective Advances$7,500,000, and (ii) does not continue for more than 30 consecutive days; provided that the aggregate amount of all Overadvances outstanding under clauses (a) and (b) above shall not exceed $10,000,000. In no event shall Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or any other Obligor be deemed a beneficiary of this Section or nor authorized to enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to make further Overadvances under clause (a) above by written notice to Agent. Absent such a revocation, Agent’s determination that the funding of an Overadvance shall be conclusive.