Common use of U.S. Overadvances Clause in Contracts

U.S. Overadvances. If the aggregate Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed the U.S. Borrowing Base at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a demand by the Administrative Agent, but all such excess U.S. Overadvances shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required U.S. Lenders, the Administrative Agent may require the U.S. Revolving Credit Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a U.S. Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuing, as long as (i) the U.S. Overadvance does not continue for more than 45 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (ii) the U.S. Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Overadvances and all Protective Advances, ten percent (10%) of the U.S. Revolving Credit Facility. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans that would cause the (A) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.

U.S. Overadvances. If the aggregate Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed Revolver Usage exceeds the U.S. Borrowing Base (“U.S. Overadvance”) at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a Borrower on demand by the Administrative Agent, but all such excess U.S. Overadvances Revolver Loans shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority it has been revoked in writing by contemporaneously received written notification from U.S. Required U.S. LendersLenders to the contrary, the Administrative Agent may require the U.S. Revolving Credit Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a U.S. Overadvance, (a) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the U.S. Overadvance does not continue for more than 45 15 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (ii) the U.S. Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Overadvances and all Protective Advances, ten percent exceed the lesser of (i) $10,000,00013,333,330 or (ii) 10%) % of the Borrowing Base then in effect; and (b) regardless of whether an Event of Default exists, if Agent discovers a U.S. Revolving Credit FacilityOveradvance not previously known by it to exist, as long as from the date of such discovery the U.S. Overadvance is not increased by more than $5,000,000 and does not continue for more than 15 consecutive days. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans be required that would cause the (Ai) U.S. Revolver Usage to exceed the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans Revolver Commitments or (ii) Revolver Usage to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such timeaggregate Revolver Commitments. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any U.S. Borrower or other Loan Party U.S. Obligor be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.

U.S. Overadvances. If the aggregate Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed Revolver Usage exceeds the U.S. Borrowing Base (“U.S. Overadvance”) at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a Borrower on demand by the Administrative Agent, but all such excess U.S. Overadvances Revolver Loans shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority it has been revoked in writing by contemporaneously received written notification from U.S. Required U.S. LendersLenders to the contrary, the Administrative Agent may require the U.S. Revolving Credit Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a U.S. Overadvance, (a) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the U.S. Overadvance does not continue for more than 45 15 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (ii) the U.S. Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Overadvances and all Protective Advances, ten percent exceed the lesser of (i) $10,000,000 or (ii) 10%) % of the Borrowing Base then in effect; and (b) regardless of whether an Event of Default exists, if Agent discovers a U.S. Revolving Credit FacilityOveradvance not previously known by it to exist, as long as from the date of such discovery the U.S. Overadvance is not increased by more than $5,000,000 and does not continue for more than 15 consecutive days. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans be required that would cause the (Ai) U.S. Revolver Usage to exceed the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans Revolver Commitments or (ii) Revolver Usage to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such timeaggregate Revolver Commitments. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any U.S. Borrower or other Loan Party U.S. Obligor be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.

U.S. Overadvances. If the aggregate Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed Revolver Usage exceeds the U.S. Borrowing Base ("U.S. Overadvance") at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a Borrower on demand by the Administrative Agent, but all such excess U.S. Overadvances Revolver Loans shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority it has been revoked in writing by contemporaneously received written notification from U.S. Required U.S. LendersLenders to the contrary, the Administrative Agent may require the U.S. Revolving Credit Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a U.S. Overadvance, (a) when no other Event of Default is known to the Administrative Agent to have occurred and be continuingAgent, as long as (i) the U.S. Overadvance does not continue for more than 45 30 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (ii) the U.S. Overadvance is not known by the Administrative Agent to exceedexceed $10,000,000; and (b) regardless of whether an Event of Default exists, when taken together with all Canadian Overadvances and all Protective Advancesif Agent discovers a U.S. Overadvance not previously known by it to exist, ten percent (10%) as long as from the date of such discovery the U.S. Revolving Credit FacilityOveradvance is not increased by more than $5,000,000 and does not continue for more than 30 consecutive days. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans be required that would cause the (Ai) U.S. Revolver Usage to exceed the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans Revolver Commitments or (ii) Revolver Usage to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such timeaggregate Revolver Commitments. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any U.S. Borrower or other Loan Party U.S. Obligor be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.

U.S. Overadvances. If (i) Any provision of this Agreement to the aggregate Outstanding Amount contrary notwithstanding, at the request of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed the U.S. Borrowing Base at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a demand by the Administrative Agent, but all such excess U.S. Overadvances shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required U.S. LendersCompany, the Administrative Agent may require in its sole discretion (but with absolutely no obligation), make U.S. Revolving Loans to the U.S. Revolving Credit Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring Borrower, on behalf of the U.S. Borrowers Lenders, in amounts that exceed U.S. Revolving Availability (any such excess U.S. Revolving Loans are herein referred to cure a collectively as “U.S. OveradvanceOveradvances”). In addition, when no other Event U.S. Overadvances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. All U.S. Overadvances shall constitute Base Rate Loans. The authority of Default is known to the Administrative Agent to have occurred and be continuingmake U.S. Overadvances is limited to an aggregate amount not to exceed ten percent of the Total U.S. Revolving Commitment at any time, as long as (i) the U.S. Overadvance does not continue for more than 45 consecutive days (and no U.S. Overadvance may exist remain outstanding for at least five consecutive more than thirty days thereafter before further and no U.S. Overadvance Loans are required), and Overadvances shall cause any U.S. Lender’s U.S. Credit Facility Exposure to exceed its U.S. Revolving Commitment. (ii) Upon the making of a U.S. Overadvance (whether before or after the occurrence of an Event of Default), each U.S. Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such U.S. Overadvance equal to its U.S. Revolving Facility Percentage of such U.S. Overadvance. The Administrative Agent may, at any time, require the U.S. Lenders to fund their participations. From and after the date, if any, on which any U.S. Lender is required to fund its participation in any U.S. Overadvance is not known purchased hereunder, the Administrative Agent shall promptly distribute to such U.S. Lender, such Lender’s U.S. Revolving Facility Percentage of all payments of principal and interest and all proceeds of U.S. Collateral received by the Administrative Agent to exceed, when taken together with all Canadian Overadvances and all Protective Advances, ten percent (10%) in respect of the U.S. Revolving Credit Facility. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans that would cause the (A) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its termsOveradvance.

U.S. Overadvances. If the aggregate Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swingline Loans and U.S. L/C Obligations exceed the U.S. Borrowing Base at any time, the excess amount (a “U.S. Overadvance”) shall be payable by U.S. Borrowers within one Business Day of a demand by the Administrative Agent, but all such excess U.S. Overadvances shall nevertheless constitute U.S. Finance Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required U.S. Lenders, the Administrative Agent may require the U.S. Revolving Credit Lenders to honor requests for U.S. 3616092.7 66 Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a U.S. Overadvance, when no other Event of Default is known to the Administrative Agent to have occurred and be continuing, as long as (i) the U.S. Overadvance does not continue for more than 45 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (ii) the U.S. Overadvance is not known by the Administrative Agent to exceed, when taken together with all Canadian Overadvances and all Protective Advances, ten percent (10%) of the U.S. Revolving Credit Facility. In no event shall the Administrative Agent require the U.S. Revolving Credit Lenders to honor requests for additional U.S. Overadvance Loans that would cause the (A) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving Credit Lender, plus such U.S. Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all U.S. L/C Obligations and U.S. Swingline Loans to exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment, or (B) the Total U.S. Revolving Credit Outstandings to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability Reserve to the extent attributable to the U.S. Loan Parties or the U.S. Collateral in the Administrative Agent’s Credit Judgment at such time. Any funding of a U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(c) nor authorized to enforce any of its terms.