Common use of Overadvances Clause in Contracts

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be made.

Overadvances. If (i) the aggregate U.S. Revolving Loans outstanding exceed the U.S. Line Cap, (ii) the aggregate Canadian Revolving Loans outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $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 U.S. Revolving Loans and U.S. LC Obligations to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Loans and Canadian LC Obligations to exceed the aggregate Canadian Revolving Commitments or (iii) the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers Borrower on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers 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) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 1010.0% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; 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. In no event shall any the Borrower or other Credit Loan Party be permitted to require any Overadvance Loan to be made.

Overadvances. If either (a) the aggregate Revolving U.S. Revolver Loans and U.S. LC Obligations outstanding exceed the Line Cap U.S. Available Credit (a “U.S. Overadvance”), (b) the Canadian Revolver Loans and Canadian LC Obligations outstanding exceed the Canadian Available Credit , (a “Canadian Overadvance”) or (c) the German Revolver Loans and German LC Obligations outstanding exceed the German Available Credit with respect to a German Borrower or the Total German Available Credit with respect to all German Borrowers (a “German Overadvance” and, with any U.S. Overadvance or any Canadian Overadvance, each an “Overadvance”) ), at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agent, but all such Revolving applicable Revolver Loans or LC Obligations shall nevertheless constitute Secured Obligations secured by the applicable Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, as applicable; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party Obligor be permitted to require any Overadvance Loan to be made.

Overadvances. If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the U.S. Revolver Exposure exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured . Unless its authority has been revoked in writing by the Collateral and entitled to all benefits of Required Lenders, the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% five percent (5%) of the Canadian Borrowing BaseBase with respect to the Canadian Borrower, or five percent (5%) of the U.S. Borrowing Base with respect to the U.S. Borrower; 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 $500,000two and one-half of one percent (2.5%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or two and one-half of one percent (2.5%) of the U.S. Borrowing Base with respect to the U.S. Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall not create nor constitute a Default U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If (i) the aggregate U.S. Revolving Loans outstanding exceed the U.S. Line Cap, (ii) the aggregate Canadian Revolving Loans outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Aggregate Non-FILO Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $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 U.S. Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Loans to exceed the aggregate Canadian Revolving Sublimit or (iii) the Aggregate Exposure to exceed the Aggregate Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If (i) the aggregate Revolving U.S. Revolver Loans outstanding exceed the U.S. Borrowing Base (a “U.S. Overadvance”), (ii) the aggregate U.K. Revolver Loans outstanding exceed the U.K. Borrowing Base (a “U.K Overadvance”) or (iii) the aggregate Revolver Loans outstanding exceed the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the Borrowers on demand by the Administrative Agent, but all such Revolving Revolver Loans shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the (i) aggregate outstanding Revolving U.S. Revolver Loans and U.S. LC Obligations to exceed the aggregate U.S. Revolver Commitments (ii) aggregate outstanding U.K. Revolver Loans and U.K. LC Obligations to exceed the aggregate U.K. Revolver Commitments or (iii) aggregate outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Loan Party be permitted to require any Overadvance Loan to be made.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the sum of the U.S. Revolver Exposure plus the European Revolver Exposure exceeds the U.S. Borrowing Base (the U.S. Borrowing Base calculated solely for this purpose without subtraction of the European Revolver Exposure) (a “U.S./European Overadvance”), the excess amount shall shall, subject to Section 5.2 and this Section 2.1.5, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $2,500,000, with respect to the Borrowing BaseCanadian Borrower, or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower; 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 $500,0002,500,000, with respect to the Canadian Borrower or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure plus the European Revolver Exposure to exceed the aggregate U.S./European Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S./European Overadvance Loans shall constitute U.S./European Facility Obligations secured by the U.S./European Facility Collateral and shall be entitled to all benefits of the Loan Documents. No Overadvance shall not create nor constitute a Default or result in an Event of Default; it being understood that Default due to a Borrower’s failure to comply with Section 2.1.1 for so long as such Overadvance remains outstanding in accordance with the making or continuance terms of an Overadvance shall not constitute a waiver by this paragraph, but solely with respect to the Administrative Agent or the Lenders amount of the then existing Event of Defaultsuch Overadvance. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan Loan; provided, that Agent shall have no liability for any failure to be madeprovide any such notice.

Overadvances. If the aggregate Revolving Revolver Loans and LC Obligations outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers Borrower on demand by the Administrative Agent, but all such Revolving Revolver Loans shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers 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) required from the Lenders), and (ii) the aggregate amount of all Overadvances and Protective Advances is does not known by the Administrative Agent to exceed 105% of the Borrowing Base, 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any the Borrower or other Credit Loan Party be permitted to require any Overadvance Loan to be made.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by U.S. Borrowers on demand by Agent, but all such U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral. If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Canadian Facility Collateral. If the aggregate U.K. Revolver Loans exceed the U.K. Borrowing Base (a “U.K. Overadvance”) at any time, the excess amount shall be payable by the Borrowers U.K. Borrower on demand by the Administrative Agent, but all such Revolving U.K. Revolver Loans shall nevertheless constitute U.K. Facility Obligations secured by the Collateral and entitled to all benefits of the Credit DocumentsU.K. Facility Collateral. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 107.5% of the U.S. Borrowing BaseBase with respect to the U.S. Borrowers, 7.5% of the Canadian Borrowing Base with respect to the Canadian Borrower, or 7.5% of the U.K. Borrowing Base with respect to the U.K. Borrower; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, or the outstanding U.K. Revolver Exposure to exceed the aggregate U.K. Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to knowingly make further Overadvance Loan Loans by written notice to be madeAgent.

Overadvances. If (i) the Dollar Equivalent of the aggregate U.S. Revolving Exposure outstanding exceeds the U.S. Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap or (iv) the Dollar Equivalent of the aggregate Revolving Loans Exposure outstanding exceed exceeds the Line Cap (each of the foregoing clauses (i), (ii), (iii) and (iv), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b)(iii), but all such Revolving Loans Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,0003,500,000, 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 U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments or (iv) the Dollar Equivalent of the aggregate outstanding Revolving Loans and LC Obligations Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by U.S. Borrowers on demand by Agent, but all such U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral. If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Canadian Facility Collateral. If the aggregate U.K./Dutch Revolver Loans exceed the U.K./Dutch Borrowing Base (a “U.K./Dutch Overadvance”) at any time, the excess amount shall be payable by the U.K./Dutch Borrowers on demand by the Administrative Agent, but all such Revolving U.K./Dutch Revolver Loans shall nevertheless constitute U.K./Dutch Facility Obligations secured by the Collateral and entitled to U.K./Dutch Facility Collateral. If the aggregate German Revolver Loans exceed the German Borrowing Base (a “German Overadvance”) at any time, the excess amount shall be payable by the German Borrower on demand by Agent, but all benefits of such German Revolver Loans shall nevertheless constitute German Facility Obligations secured by the Credit DocumentsGerman Facility Collateral. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 107.5% of the U.S. Borrowing BaseBase with respect to the U.S. Borrowers, 7.5% of the Canadian Borrowing Base with respect to the Canadian Borrower, 7.5% of the German Borrowing Base with respect to the German Borrower, or 7.5% of the U.K./Dutch Borrowing Base with respect to the U.K./Dutch Borrowers; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, the outstanding U.K./Dutch Revolver Exposure to exceed the aggregate U.K./Dutch Revolver Commitments, or the outstanding German Revolver Exposure to exceed the aggregate German Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to knowingly make further Overadvance Loan Loans by written notice to be madeAgent.

Overadvances. If the aggregate Revolving Revolver Loans outstanding exceed the Line Cap Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers on demand by the Administrative Agent, but all such Revolving Revolver Loans shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Loan Party be permitted to require any Overadvance Loan to be made.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the sum of the U.S. Revolver Exposure plus the European Revolver Exposure exceeds the U.S./European Borrowing Base (the U.S./European Borrowing Base calculated solely for this purpose without subtraction of the European Revolver Exposure) (a “U.S./European Overadvance”), the excess amount shall shall, subject to Section 5.2 and this Section 2.1.5, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $2,500,000, with respect to the Borrowing BaseCanadian Borrower, or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower; 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 $500,0002,500,000, with respect to the Canadian Borrower or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure plus the European Revolver Exposure to exceed the aggregate U.S./European Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S./European Overadvance Loans shall constitute U.S./European Facility Obligations secured by the U.S./European Facility Collateral and shall be entitled to all benefits of the Loan Documents. No Overadvance shall not create nor constitute a Default or result in an Event of Default; it being understood that Default due to a Borrower’s failure to comply with Section 2.1.1 for so long as such Overadvance remains outstanding in accordance with the making or continuance terms of an Overadvance shall not constitute a waiver by this paragraph, but solely with respect to the Administrative Agent or the Lenders amount of the then existing Event of Defaultsuch Overadvance. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan Loan; provided, that Agent shall have no liability for any failure to be madeprovide any such notice.

Overadvances. If (i) the aggregate U.S. Revolving Exposure outstanding exceeds the U.S. Line Cap (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”), (ii) the aggregate Canadian Revolving Exposure outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed exceeds the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute Obligations secured by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $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 U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments or (iii) the aggregate outstanding Revolving Loans and LC Obligations Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable Unless otherwise directed in writing by the Borrowers on demand by the Administrative AgentRequired Lenders, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent Agents may require the Lenders to honor requests by Borrowers for Overadvance Loans (in which event, and notwithstanding anything to the contrary set forth in Section 2.1 or elsewhere in this Agreement, Lenders shall continue to make Revolver Loans up to their Pro Rata share of the Borrower Group Commitments) and to forbear from requiring the Borrowers to cure an Overadvance, (a1) when no other Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known to the by Administrative Agent), as if and for so long as (i) the such Overadvance does not continue for a period of more than 30 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further another Overadvance Loans are required) and exists, (ii) the aggregate amount of all Overadvances the Revolver Loans outstanding at any time does not exceed the aggregate of the Commitments at such time, and Protective Advances (iii) the Overadvance is not known by the Administrative Applicable Agent at the time in question to exceed 10% of the Borrowing Base, $15,000,000; and (b2) regardless of whether or not an Event of Default exists, if the Administrative Applicable Agent discovers the existence of an Overadvance not previously known by it to exist, Lenders shall be obligated to continue making such Revolver Loans as long as from directed by the date Applicable Agent only (A) if the amount of such discovery the Overadvance (i) is not increased by more than $500,000, 15,000,000 above the amount determined by the Applicable Agent to exist on the date of discovery thereof and (iiB) does for a period not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required to exceed fifteen (15) Business Days; provided, however, that would cause without the consent of all Lenders, the aggregate outstanding Revolving Loans and LC Obligations to exceed amount of the Overadvance permitted under this Section 14.1.4, together with the aggregate Revolving Commitmentsamount of any Protective Advances outstanding under Section 2.1.8, may not exceed $25,000,000 at any time. The making of If any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that continue to exist at any time after the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders expiration of the then existing Event periods set forth in clauses (1) or (2) above, the Applicable Agent may (and shall at the request of Defaultthe Required Lenders) demand payment thereof. In no event shall any Borrower or any other Credit Party Obligor be permitted to require any Overadvance Loan deemed to be madea beneficiary of this Section 14.1.4 or authorized to enforce any of the provisions of this Section 14.1.4. The provisions of this Section 14.1.4 shall be in addition to the provisions of Section 2.1.7 hereof.

Overadvances. If (a) the aggregate Revolving Loans outstanding exceed U.S. Revolver Usage exceeds the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) or (b) the Dollar Equivalent of Canadian Revolver Usage exceeds the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers or Canadian Borrower, as applicable, on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and or Canadian Facility Obligations secured by the Canadian Facility Collateral, as applicable, and, in each case, entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) to cure an Overadvance, Overadvance as long as (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) ), and (ii) the aggregate amount of all Overadvances and Protective Advances such Overadvance is not known by the Administrative Agent to exceed 105% of the applicable Borrowing 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 $500,000, 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 (A) the aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Usage to exceed the aggregate Revolving Canadian Revolver Commitments or (B) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall not create nor constitute a Default U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a US-DOCS\123034949.14 waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section 2.1.5 nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If (i) the aggregate US Revolving Loans outstanding Credit Outstandings exceed the US Maximum Credit, (ii) the aggregate Canadian Revolving Credit Outstandings exceed the Canadian Maximum Credit or (iii) the Revolving Credit Outstandings exceed the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the Borrowers applicable Borrower on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 Over-advance Loans are required) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% the Dollar Equivalent of the Borrowing Base$20,000,000, 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 $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 Canadian Revolving Loans and LC Obligations Credit Outstandings to exceed the aggregate Canadian Revolving Sublimit or (ii) the Revolving Credit Outstandings to exceed the Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be made. Requisite 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If (i) the Dollar Equivalent of the aggregate U.S. Tranche A Revolving Exposure outstanding exceeds the U.S. Tranche A Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap, (iv) the Dollar Equivalent of the aggregate Ex-FILO Revolving Exposure outstanding exceeds the Line Cap or (v) the Dollar Equivalent of the aggregate Revolving Loans Exposure outstanding exceed exceeds the sum of the Line Cap and the U.S. Tranche B Subfacility Line Cap (each of the foregoing clauses (i), (ii), (iii), (iv) and (v), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b)(ii), but all such Ex-FILO Revolving Loans Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,0003,500,000, 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 U.S. Tranche A Revolving Loans and LC Obligations Exposure to exceed the aggregate U.S. Tranche A Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments, or (iv) the Dollar Equivalent of the aggregate outstanding Ex-FILO Revolving Exposure to exceed the aggregate Ex-FILO Revolving Commitments . The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by U.S. Borrowers on demand by Agent, but all such U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral. If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Canadian Facility Collateral. If the aggregate U.K. Revolver Loans exceed the U.K. Borrowing Base (a “U.K. Overadvance”) at any time, the excess amount shall be payable by the Borrowers U.K. Borrower on demand by the Administrative Agent, but all such Revolving U.K. Revolver Loans shall nevertheless constitute U.K. Facility Obligations secured by the Collateral and entitled to all benefits of the Credit DocumentsU.K. Facility Collateral. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 107.5% of the U.S. Borrowing BaseBase with respect to the U.S. Borrowers, 7.5% of the Canadian Borrowing Base with respect to the Canadian Borrower, or 7.5% of the U.K. Borrowing Base with respect to the U.K. Borrower; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, or the outstanding U.K. Revolver Exposure to exceed the aggregate U.K. Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to knowingly make further Overadvance Loan Loans by written notice to be made.Agent

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”a) at any time, the excess amount Any Overadvance shall (i) be immediately due and payable by the Borrowers on demand by the and, once paid to Administrative Agent, but shall be applied, first, to the payment of any Swingline Loans; second, to all such other Revolving Loans shall nevertheless which are Base Rate Loans or LIR Loans; third to Revolving Loans which are LIBOR Loans; and, fourth, to Cash Collateralize the LC Obligations; (ii) constitute Obligations secured by the Collateral Collateral; and (iii) be entitled to all benefits of the Credit Loan Documents. The . (b) Unless otherwise directed in writing by the Required Lenders, Administrative Agent may require the Lenders to honor requests by Borrowers for Overadvance Loans (in which event, and notwithstanding anything to the contrary set forth in this Addendum or the Credit Agreement, Lenders shall continue to make Revolving Loans up to their Pro Rata Share of the Revolving Commitments) and to forbear from requiring the Borrowers to cure an Overadvance, if (a) when no other Event of Default is known to the Administrative Agent, as long as (i1) the Overadvance does not continue for a period of more than 30 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further another Overadvance Loans are required) and exists, (ii2) the aggregate amount of all Overadvances and Protective Advances is the Revolving Credit Exposure outstanding at any time does not known by exceed the Administrative Agent to aggregate of the Revolving Commitments at such time or any individual Lender's Revolving Credit Exposure does not exceed 10% such Lender's Revolving Commitment, (3) the Overadvance does not exceed five percent (5%) of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii4) the sum of all Overadvances plus all Protective Advances (as defined in the Security Agreement) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders ten percent (10%) of the then existing Event of DefaultBorrowing Base. In no event shall any Borrower or any other Credit Loan Party be permitted deemed to require be a beneficiary of this Section 4 or authorized to enforce any of the provisions of this Section 4. (c) Neither the funding of any Overadvance Loan nor the continued existence of an Overadvance shall constitute any waiver by Administrative Agent or any Lender of any Event of Default which may exist at the time any Overadvance Loan is made or which is caused thereby. Each Lender's obligations under this Section 4 are absolute, unconditional, and irrevocable and are not subject to be madeany counterclaim, setoff, defense, qualification, or exception, and each Lender shall perform such obligations, as applicable, regardless of whether the Commitments have terminated, an Overadvance exists or any condition precedent to the making of Loans has not been satisfied.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the U.S. Revolver Exposure exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured . Unless its authority has been revoked in writing by the Collateral and entitled to all benefits of Required Lenders, the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% five percent (5%) of the Canadian Borrowing BaseBase with respect to the Canadian Borrower, or five percent (5%) of the U.S. Borrowing Base with respect to the U.S. Borrower; 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 $500,000two and one-half of one percent (2.5%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or two and one-half of one percent (2.5%) of the U.S. Borrowing Base with respect to the U.S. Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall not create nor constitute a Default U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers on demand by the Administrative Agent, but all such Revolving U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the Collateral and entitled to U.S. Facility Collateral. If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all benefits of such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Credit DocumentsCanadian Facility Collateral. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 107.5% of the U.S. Borrowing BaseBase with respect to the U.S. Borrowers, or 7.5% of the Canadian Borrowing Base with respect to the Canadian Borrower; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If at any time the aggregate Revolving Revolver Loans outstanding on any date exceed the Line Cap Borrowing Base on such date or the Revolver Facility Amount (in each case, an “Overadvance”) at any time), the excess amount shall be payable by the Borrowers to Administrative Agent on demand by Administrative Agent (or if required by the Administrative AgentRequired Lenders), but all such Revolving Revolver Loans shall nevertheless constitute Obligations of Borrowers secured by the Collateral of Obligors and entitled to all benefits of the Credit Loan Documents. The Unless its authority has been revoked in writing by Required Lenders, Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, Overadvance (a) when no other Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known to the by Administrative Agent), as if and for so long as (i) the such Overadvance does not continue for a period of more than 30 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further another Overadvance Loans are required) and exists, (ii) the aggregate amount of all Overadvances the Revolver Exposure outstanding at any time does not exceed the aggregate of the Revolver Commitments at such time, and Protective Advances (iii) the Overadvance is not known by the Administrative Agent at the time in question to exceed 10an amount that is equal to 5% of the lesser of the Borrowing Base, Base and the aggregate amount of the Revolver Commitments at such time; and (b) regardless of whether or not an Event of Default exists, if the Administrative Agent discovers the existence of an Overadvance not previously known by it to exist, Lenders shall be obligated to continue making such Revolver Loans as long as from the date of such discovery the Overadvance directed by Administrative Agent only (i) if the amount of the Overadvance is not increased by more than $500,000, an amount that is equal to 2.5% of the lesser of the Borrowing Base and the aggregate amount of the Revolver Commitments at such time above the amount determined by Administrative Agent to exist on the date of discovery thereof and (ii) does for a period not continue for more than 30 consecutive days. In no event to exceed fifteen (15) Business Days; provided, however, that without the consent of all Lenders, the aggregate amount of the Overadvance permitted under this Section 2.1.6 at any time (i) shall Overadvance Loans be required not exceed an amount that would is equal to 7.5% of the lesser of the Borrowing Base and the aggregate amount of the Revolver Commitments at such time, (ii) together with the aggregate amount of any Protective Advances outstanding under Section 2.1.7, may not exceed an amount that is equal to 10% of the lesser of the Borrowing Base and the aggregate amount of the Revolver Commitments at such time, and (iii) shall not cause the aggregate outstanding Revolving Loans and LC Obligations Revolver Exposure to exceed the aggregate Revolving CommitmentsRevolver Facility Amount at such time. The making of If any Overadvance shall not create nor constitute a Default continue to exist at any time after the expiration of the periods set forth in clauses (a) or Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the (b) above, Administrative Agent or may (and shall at the Lenders request of the then existing Event of DefaultRequired Lenders) demand payment thereof. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section 2.1.6 nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If Revolving Credit Facility Usage exceeds the aggregate Revolving Loans outstanding exceed the Line Cap Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers on Borrower within one (1) Business Day after demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed when taken together with the aggregate outstanding amount of any Protective Revolving Loans, the greater of (A) $20,000,000 and (B) 10% of the Borrowing Base, aggregate Revolving Credit Commitments at any time outstanding; 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 an amount such that the outstanding amount of such Overadvance when taken together with all outstanding Protective Revolving Loans does not exceed the greater of (A) $500,000, 20,000,000 and (iiB) ten percent (10%) of the aggregate Revolving Credit Commitments in the aggregate and does not continue for more than 30 thirty (30) consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations Credit Facility Usage to exceed the aggregate Revolving Credit Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor shall it be authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If (i) the aggregate U.S. Revolving Exposure outstanding exceeds the U.S. Line Cap (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”), (ii) the aggregate Canadian Revolving Exposure outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed exceeds the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute Obligations secured by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $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 U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments or (iii) the aggregate outstanding Revolving Loans and LC Obligations Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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 any then existing Default or Event of Default. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be made. The 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers on demand by the Administrative Agent, but all such Revolving U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the Collateral and entitled to U.S. Facility Collateral. If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all benefits of such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Credit DocumentsCanadian Facility Collateral. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 107.5% of the U.S. Borrowing BaseBase with respect to the U.S. Borrowers, or 7.5% of the Canadian Borrowing Base with respect to the Canadian Borrower; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to knowingly make further Overadvance Loan Loans by written notice to be made.Agent

Overadvances. If the aggregate Revolving Loans outstanding exceed the Line Cap (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers Borrower on demand by (or, if such Overadvance is due to the imposition of new Reserves, a change in the methodology of calculating existing Reserves, a change in eligibility criteria or standards or the occurrence of a Revaluation Date, within three Business Days following notice from the Administrative Agent) to the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers 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) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; 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. In no event shall any the Borrower or other Credit Party be permitted to require any Overadvance Loan to be made.

Overadvances. If (i) the Dollar Equivalent of the aggregate U.S. Tranche A Revolving Exposure outstanding exceeds the U.S. Tranche A Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap or, (iv) the Dollar Equivalent of the aggregate Ex-FILO Revolving Exposure outstanding exceeds the Line Cap or (v) the Dollar Equivalent of the aggregate Revolving Loans Exposure outstanding exceed exceeds the sum of the Line Cap and the U.S. Tranche B Subfacility Line Cap (each of the foregoing clauses (i), (ii), (iii) and, (iv) and (v), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b)(iii), but all such Ex-FILO Revolving Loans Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 and, (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,0003,500,000, 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 U.S. Tranche A Revolving Loans and LC Obligations Exposure to exceed the aggregate U.S. Tranche A Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments, or (iv) the Dollar Equivalent of the aggregate outstanding Ex-FILO Revolving Exposure to exceed the aggregate Ex-FILO Revolving Commitments . The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If at any time (i) the aggregate Revolving principal balance of all Canadian Revolver Loans outstanding exceed owing by a Canadian Borrower exceeds the Line Cap Canadian Borrowing Base of such Canadian Borrower (an a “Canadian Overadvance”) at any timeor (ii) the aggregate principal balance of all U.S. Revolver Loans exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2, be payable by the Borrowers Applicable Canadian Borrower or the U.S. Borrowers, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), (ii) such Overadvance is not known by Agent to exceed ten percent (10%) of the Total Canadian Borrowing Base, with respect to all Canadian Borrowers, or ten percent (10%) of the U.S. Borrowing Base, with respect to U.S. Borrowers and (iiiii) the aggregate amount of all the Overadvances and existing at any time, together with the Protective Advances is outstanding at any time pursuant to Section 2.1.6 below, do not known by the Administrative Agent to exceed 10% fifteen percent (15%) of the Borrowing Base, Commitments then in effect; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause cause(i) the aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Overadvance shall not create nor constitute a Default Loans to the Borrower or Event Borrowers of Default; it being understood that the making applicable Borrower Group by written notice to the Agent. Any funding of an Overadvance Loan or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section 2.1.5 nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If (i) the Dollar Equivalent of the aggregate U.S. Tranche A Revolving Exposure outstanding exceeds the U.S. Tranche A Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap, (iv) the Dollar Equivalent of the aggregate Ex-FILO Revolving Exposure outstanding exceeds the Line Cap or (v) the Dollar Equivalent of the aggregate Revolving Loans Exposure outstanding exceed exceeds the sum of the Line Cap and the U.S. Tranche B Subfacility Line Cap (each of the foregoing clauses (i), (ii), (iii), (iv) and (v), an “"Overadvance”) "), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b)(ii), but all such Ex-FILO Revolving Loans Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all allthe benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,0003,500,000, 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 U.S. Tranche A Revolving Loans and LC Obligations Exposure to exceed the aggregate U.S. Tranche A Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments, or (iv) the Dollar Equivalent of the aggregate outstanding Ex-FILO Revolving Exposure to exceed the aggregate Ex-FILO Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving Loans outstanding Total U.S. Revolver Outstandings exceed the Line Cap U.S. Revolver Borrowing Base (an “U.S. Revolver Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers on demand by the Administrative Agent, but all such Revolving U.S. Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. If the Total Canadian Outstandings exceed the Canadian Borrowing Base (“Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrower on demand by Canadian Agent, but all such Canadian Loans shall nevertheless constitute Canadian Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. The Administrative Applicable Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative such 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 (iiii)(A) if a U.S. Revolver Overadvance, the aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of the U.S. Revolver Borrowing Base and (B) if a Canadian Overadvance, the Overadvance is not known by the Canadian Agent to exceed 10% of the Canadian Borrowing Base, ; and (b) regardless of whether an Event of Default exists, if the Administrative Applicable Agent discovers an Overadvance not previously known by it to existexist (an “Unintentional Overadvance”), as long as from if (i)(A) with respect to a request for a U.S. Revolver Overadvance, the date sum of such discovery (x) the aggregate amount of the Unintentional Overadvance under the U.S. Revolver Borrowing Base and (iy) is the amount of the request for a U.S. Revolver Overadvance does not increased by more than $500,000exceed 10% of the U.S. Revolver Borrowing Base, and (B) with respect to a request for a Canadian Overadvance, the sum of (x) the aggregate amount of the Unintentional Overadvance under the Canadian Borrowing Base and (y) the request for a Canadian Overadvance does not exceed 10% of the Canadian Borrowing Base, and (ii) such Overadvance does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (1) the aggregate outstanding Revolving Loans and LC Obligations Total U.S. Revolver Outstandings to exceed the aggregate Revolving Aggregate U.S. Revolver Commitments and (2) the Total Canadian Outstandings to exceed the Aggregate Canadian Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance Any funding of an Overadvance Loan or sufferance of a U.S. Revolver Overadvance or a Canadian Overadvance shall not constitute a waiver by the Administrative Applicable Agent or the Applicable Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Required Lenders may at any time revoke the Applicable Agent’s authority to make further Overadvance Loan Loans by written notice to be madeApplicable Agent.

Overadvances. If the aggregate Revolver Facility Loans and Revolving Loans L/C Exposure outstanding exceed the Line Cap Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable by the Borrowers on demand by the Administrative Agent, but all such Revolver Facility Loans and Revolving Loans L/C Exposure shall nevertheless constitute Secured Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, Availability 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 $500,000, 5 million and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Revolver Facility Loans and LC Obligations Revolving L/C Exposure to exceed the aggregate Revolving Total Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Loan Party be permitted to require any Overadvance Loan to be made.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the sum of the U.S. Revolver Exposure plus the European Revolver Exposure exceeds the U.S./European Borrowing Base (the U.S./European Borrowing Base calculated solely for this purpose without subtraction of the European Revolver Exposure) (a “U.S./European(a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2 and this Section 2.1.5, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $2,500,000, with respect to the Borrowing BaseCanadian Borrower, or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower; 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 $500,0002,500,000, with respect to the Canadian Borrower or $5,000,000 in the aggregate, with respect to the U.S. Borrower and the European Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure plus the European Revolver Exposure to exceed the aggregate U.S./European Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S./European Overadvance Loans shall constitute U.S./European Facility Obligations secured by the U.S./European Facility Collateral and shall be entitled to all benefits of the Loan Documents. No Overadvance shall not create nor constitute a Default or result in an Event of Default; it being understood that Default due to a Borrower’s failure to comply with Section 2.1.1 for so long as such Overadvance remains outstanding in accordance with the making or continuance terms of an Overadvance shall not constitute a waiver by this paragraph, but solely with respect to the Administrative Agent or the Lenders amount of the then existing Event of Defaultsuch Overadvance. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan Loan; provided, that Agent shall have no liability for any failure to be madeprovide any such notice.

Overadvances. If either (a) the aggregate Revolving U.S. Revolver Loans and U.S. LC Obligations outstanding exceed the Line Cap U.S. Available Credit (a “U.S. Overadvance”), (b) the Canadian Revolver Loans and Canadian LC Obligations outstanding exceed the Canadian Available Credit, (a “Canadian Overadvance”) or (c) the German Revolver Loans and German LC Obligations outstanding exceed the German Available Credit with respect to a German Borrower or the Total German Available Credit with respect to all German Borrowers (a “German Overadvance” and, with any U.S. Overadvance or any Canadian Overadvance, each an “Overadvance”) ), at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agent, but all such Revolving applicable Revolver Loans or LC Obligations shall nevertheless constitute Secured Obligations secured by the applicable Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, as applicable; 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 $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party Obligor be permitted to require any Overadvance Loan to be made.

Overadvances. If (i) the aggregate U.S. Revolving Exposure outstanding exceeds the U.S. Line Cap (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”), (ii) the aggregate Canadian Revolving Exposure outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceed exceeds the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an “Overadvance”) ), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute Obligations secured by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $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 U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments or (iii) the aggregate outstanding Revolving Loans and LC Obligations Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or 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 theany then existing Default or Event of Default. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be made. The 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Revolving Loans outstanding Total Outstandings exceed the Line Cap Total Borrowing Base at any time 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”) at any time), in each case the excess amount shall be payable by the Borrowers on demand by to the Administrative Agent, but all such Revolving Loans the excess amount of the Total Outstandings shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents; provided that the European Borrower shall not be required to pay any Overadvance other than a European Overadvance. The Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to (1) exceed 10% of the 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, ; 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 $500,0005,000,000, 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 the aggregate outstanding Revolving Loans and LC Obligations Total Outstandings to exceed the Aggregate Commitments or, the US Outstandings to exceed the Total US Sublimit or the European Outstandings to exceed the Total European Sublimit, the European Outstandings to exceed the Total European Sublimit or the aggregate Revolving Commitments. The making Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, to exceed such Lender’s Commitment. Any funding of an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If (a) the aggregate Revolving Loans outstanding exceed U.S. Revolver Usage exceeds the Line Cap U.S. Borrowing Base (an “a "U.S. Overadvance”") or (b) the Dollar Equivalent of Canadian Revolver Usage exceeds the Canadian Borrowing Base (a "Canadian Overadvance") at any time, the excess amount shall be payable by the U.S. Borrowers or Canadian Borrower, as applicable, on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and or Canadian Facility Obligations secured by the Canadian Facility Collateral, as applicable, and, in each case, entitled to all benefits of the Credit Loan Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) to cure an Overadvance, Overadvance as long as (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) ), and (ii) the aggregate amount of all Overadvances and Protective Advances such Overadvance is not known by the Administrative Agent to exceed 105% of the applicable Borrowing 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 $500,000, 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 (A) the aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Usage to exceed the aggregate Revolving Canadian Revolver Commitments or (B) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall not create nor constitute a Default U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section 2.1.5 nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If the aggregate Revolving U.S. Revolver Loans outstanding exceed the Line Cap U.S. Borrowing Base (an a “U.S. Overadvance”) at any time, the excess amount shall be payable by the U.S. Borrowers on demand by the Administrative Agent, but all such Revolving U.S. Revolver Loans shall nevertheless constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (a “Canadian Overadvance”) at any time, the excess amount shall be payable by Canadian Borrowers on demand by Agent, but all such Canadian Revolver Loans shall nevertheless constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and entitled to all benefits of the Loan Documents. Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base, aggregate U.S. Revolver Commitments with respect to the U.S. Borrowers or 10% of the aggregate Canadian Revolver Commitments with respect to the Canadian Borrower; 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 discovery, the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and LC Obligations U.S. Revolver Exposure to exceed the aggregate Revolving U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. If the aggregate Revolving Revolver Loans outstanding made to CAI exceed the Line Cap 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 Adjusted Borrowing Base at any time, the excess amount shall be payable by the Borrowers on demand by the Administrative Agentimmediately, but all such Revolving Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Loan Documents. The Administrative Unless its authority has been revoked in writing by Required Lenders, Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $10,000,000 in the Borrowing Base, aggregate; 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 $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 aggregate outstanding Revolving Revolver Loans and LC Obligations to exceed the aggregate Revolving Revolver Commitments. The making Any funding of any an Overadvance shall not create nor constitute a Default Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Party Obligor be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the U.S. Revolver Exposure exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2 and this Section 2.1.5, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent. Unless its authority has been revoked in writing by Required Lenders, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $2,500,000, with respect to the Borrowing BaseCanadian Borrower, or $5,000,000, with respect to the U.S. Borrower; 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 $500,0002,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. No Overadvance shall not create nor constitute a Default or result in an Event of Default; it being understood that Default due to a Borrower’s failure to comply with Section 2.1.1 for so long as such Overadvance remains outstanding in accordance with the making or continuance terms of an Overadvance shall not constitute a waiver by this paragraph, but solely with respect to the Administrative Agent or the Lenders amount of the then existing Event of Defaultsuch Overadvance. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan Loan; provided, that Agent shall have no liability for any failure to be madeprovide any such notice.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the sum of the U.S. Revolver Exposure exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2 and this Section 2.1.5, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable 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 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 10% of $2,500,000, with respect to the Borrowing BaseCanadian Borrower, or $5,000,000 in the aggregate, with respect to the U.S. Borrower; 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 $500,0002,500,000, with respect to the Canadian Borrower or $5,000,000 in the aggregate, with respect to the U.S. Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. No Overadvance shall not create nor constitute a Default or result in an Event of Default; it being understood that Default due to a Borrower’s failure to comply with Section 2.1.1 for so long as such Overadvance remains outstanding in accordance with the making or continuance terms of an Overadvance shall not constitute a waiver by this paragraph, but solely with respect to the Administrative Agent or the Lenders amount of the then existing Event of Defaultsuch Overadvance. In no event shall -82- any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any of its terms. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the issuance of an Overadvance Loan Loan; provided, that Agent shall have no liability for any failure to be madeprovide any such notice.

Overadvances. If (i) the Dollar Equivalent of the aggregate U.S. Tranche A Revolving Exposure outstanding exceeds the U.S. Tranche A Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap, (iv) the Dollar Equivalent of the aggregate Ex-FILO Revolving Exposure outstanding exceeds the Line Cap or (v) the Dollar Equivalent of the aggregate Revolving Loans Exposure outstanding exceed exceeds the sum of the Line Cap and the U.S. Tranche B Subfacility Line Cap (each of the foregoing clauses (i), (ii), (iii), (iv) and (v), an “"Overadvance”) "), in each case, at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Administrative Agentin accordance with Section 2.09(b)(ii), but all such Ex-FILO Revolving Loans Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Lenders to honor requests for Overadvance Loans and to forbear from requiring 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 aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, 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 $500,0003,500,000, 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 U.S. Tranche A Revolving Loans and LC Obligations Exposure to exceed the aggregate U.S. Tranche A Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments, or (iv) the Dollar Equivalent of the aggregate outstanding Ex-FILO Revolving Exposure to exceed the aggregate Ex-FILO Revolving Commitments . The making of any Overadvance shall not create nor constitute a Default or 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. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be 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 an Overadvance Loan is appropriate shall be conclusive.

Overadvances. (a) If at any time (a) the aggregate Revolving Loans outstanding exceed Canadian Revolver Exposure exceeds the Line Cap Canadian Borrowing Base (an a “Canadian Overadvance”) at any timeor (b) the U.S. Revolver Exposure exceeds the U.S. Borrowing Base (a “U.S. Overadvance”), the excess amount shall shall, subject to Section 5.2, be immediately due and payable by the Borrowers Canadian Borrower or the U.S. Borrower, as applicable on demand by the Administrative Agent. Unless its authority has been revoked in writing by Required Lenders, but all such Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers applicable Borrower(s) 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 aggregate amount of all Overadvances and Protective Advances Overadvance is not known by the Administrative Agent to exceed 105% of the Canadian Borrowing BaseBase with respect to the Canadian Borrower, or 5% of the U.S. Borrowing Base with respect to the U.S. Borrower; 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 $500,0002.50% of the Canadian Borrowing Base with respect to the Canadian Borrower, or 2.50% of the U.S. Borrowing Base with respect to the U.S. Borrower, 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 aggregate outstanding Revolving Loans and LC Obligations Canadian Revolver Exposure to exceed the aggregate Revolving Canadian Revolver Commitments or (ii) the U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments. The making All Canadian Overadvance Loans shall constitute Canadian Facility Obligations secured by the Canadian Facility Collateral and shall be entitled to all benefits of any the Loan Documents. All U.S. Overadvance Loans shall not create nor constitute a Default U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or Event of Default; it being understood that the making or continuance sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of DefaultDefault caused thereby. In no event shall any Borrower or other Credit Loan Party be permitted deemed a beneficiary of this Section nor authorized to require enforce any Overadvance Loan to be madeof its terms.