Common use of Overadvances Clause in Contracts

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed the Aggregate Commitments. Any funding of an Overadvance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts U.S. Revolving Loans outstanding exceed the Borrowing Base U.S. Line Cap, (ii) the aggregate RoW Revolving Loans outstanding exceed the RoW Line Cap or (ii) the aggregate Revolving Loans outstanding exceed the Line Cap (each of the foregoing clauses (i) and (ii), an “Overadvance”) ), in each case at any time, the excess amount shall be payable jointly and severally by the applicable Borrowers on demand (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 one (1three Business Days following notice from the Administrative Agent) Business Day after demand by to the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Applicable Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Aggregate Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding U.S. Revolving Loans and L/C LC Obligations to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding RoW Revolving Loans to exceed the aggregate RoW Revolving Commitments, or (iii) the Aggregate Exposure to exceed the Aggregate Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans exceed the Borrowing Base (“Overadvance”) or the Maximum Revolver Amount at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (aA) when no other Default or Event of Default is known to the Administrative Agent, as long as (i1) the Overadvance does not continue for more than 45 90 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii2) the Overadvance, including any Protective Advances that are Overadvance Loans, is not known by the Administrative Agent to exceed 10% five percent (5%) of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bB) regardless of whether Default or 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 (i1) is not increased by more than $1,000,0004,000,000.00, and (ii2) does not continue for more than 45 90 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Loans and L/C Obligations to exceed the Aggregate CommitmentsMaximum Revolver Amount. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts outstanding Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative AgentAgent or Required Lenders, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is greater than the Tranche B Maximum Amount, Tranche A Revolver Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingaggregate Revolver Commitments then in effect; and (b) regardless of whether Default or 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 $1,000,00010% of the aggregate Revolver Commitments then in effect, and (ii) does not continue for more than 45 30 consecutive days; provided, however, that there shall be no more than three separate Overadvances in any Loan Year. In no event shall Overadvances Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and L/C LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. If the aggregate Tranche B Revolver Loans exceed at any time (A) the Aggregate Borrowing Base minus Tranche A Borrowing Base or (B) the Tranche B Maximum Amount, the excess amount, on a Pro Rata basis for each Tranche B Revolver Lender, shall be automatically converted into an outstanding principal amount of the Tranche A Revolver Loan, on a Pro Rata basis for each Tranche A Revolver Lender.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Tranche A Revolver Loans and then to all outstanding Tranche B Revolver Loans. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Tranche B Revolver Lenders and, if the outstanding principal amount of Tranche B Revolver Loans is not less than the Tranche B Maximum Amount, Tranche A Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Aggregate Borrowing Base at Base, less any time while such Overadvance is outstandingoutstanding Protective Advances; and (b) regardless of whether Default or 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 $1,000,0005% of the Aggregate Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the outstanding Tranche A Revolver Loans and L/C LC Obligations of any Tranche A Revolver Lender to exceed its Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Tranche B Revolver Lender to exceed its Tranche B Revolver Commitment or (iii) the outstanding Tranche A Revolver Loans, Tranche B Revolver Loans and LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Party Obligor be deemed a beneficiary of this clause (b) nor Section or authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers on demand (or, if such Overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within one (1three Business Days following notice from the Administrative Agent) Business Day after demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, 2,500,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Revolving Exposures for all Revolver Lenders exceeds the lesser of the aggregate Revolver Commitments and the then applicable Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Revolver Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations aggregate Revolving Exposures for all Revolver Lenders to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolver Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If (i) the aggregate Outstanding Amounts U.S. Revolving Loans outstanding exceed the Borrowing Base 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 jointly and severally by the applicable Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Applicable Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding U.S. Revolving Loans and L/C U.S. LC Obligations to exceed the Aggregate 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. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base at any time Availability is less than zero (an “Overadvance”) at any time), the excess amount such deficiency shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans . All Overadvances shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five twenty consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is does not known by the Administrative Agent to exceed 10% five percent (5%) of the Borrowing Base at any time while such Overadvance is outstanding; Aggregate Commitment and (biii) regardless of whether Default or an Event of Default existsthe Overadvance, if the Administrative Agent discovers an Overadvance not previously known by it together with any Protective Advances made pursuant to exist, as long as from the date of such discovery the Overadvance (iSection 2.04(a)(i) is not increased by more than $1,000,000, and (ii) ), does not continue for more than 45 consecutive daysexceed ten percent (10%) of the Aggregate Commitment. Overadvance Loans may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Aggregate Exposure to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (bSection 2.01(b) nor authorized to enforce any of its terms.

Overadvances. If Total Revolving Outstandings exceeds the aggregate Outstanding Amounts exceed the Borrowing Base Line Cap (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed exceed, when taken together with Protective Advances pursuant to Section 2.01(d), 10% of the Borrowing Base at any time while such Overadvance is outstandingLine Cap; and (bii) regardless of whether Default or 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 $1,000,000, 10% of the Line Cap and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Total Revolving Outstandings to exceed the Aggregate aggregate Revolving Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall the Borrowers or any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (such excess amount, an “Overadvance”) at any time, the excess amount such Overadvance shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans and LC Obligations in excess of the Borrowing Base shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, 5,000,000 and (ii) does not continue for more than 45 30 consecutive days; provided that the aggregate amount of outstanding Overadvances and Protective Advances shall not, at any time, exceed 10% of the Borrowing Base. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Commitments. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section 2.1.5 nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 1010.0% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts exceed CAI Revolver Usage exceeds the CAI Borrowing Base, CCI Revolver Usage exceeds the CCI Borrowing Base, or Revolver Usage exceeds the Borrowing Base (in each case, an “Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations an Obligation secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances fund Base Rate Revolver Loans that cause or constitute an Overadvance and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agentunless its authority has been revoked in writing by Required Lenders, as long as (i) the total Overadvance does not exceed $15,000,000 in the aggregate and does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Loans be required made that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any The making of any Overadvance shall not create nor constitute a Default or an Event of Default; it being understood that funding of an Overadvance or sufferance continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or any Event of Default caused therebythen existing. In no event No Obligor shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If In the event and on such occasion that the aggregate Outstanding Amounts outstanding Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess Borrowers shall prepay the Revolver Loans and/or Swingline Loans in an aggregate amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentequal to such excess, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed the greater of (A) $10,000,000, or (B) 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0003,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments, or would cause the aggregate of all Overadvances and Protective Advances to exceed $10,000,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If either (a) the aggregate Outstanding Amounts U.S. Revolver Loans and U.S. LC Obligations outstanding exceed the Borrowing Base 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 jointly and severally by the applicable Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such applicable Revolver Loans or LC Obligations shall nevertheless constitute ABL Credit Secured Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative The Agent may require the Applicable Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the applicable Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase, as applicable; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Obligor be permitted to require any Overadvance Loan Party to be deemed a beneficiary of this clause (b) nor authorized to enforce any of its termsmade.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolving Commitments at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been is revoked in writing by written notice to the Required Agent signed by (A) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (B) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent, the Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, Overadvance (a) when no other Default or Event of Default is known to the Administrative Agent, Agent (i) as long as (i) the Overadvance was not created by a funding of Revolving Loans pursuant to this Section and such Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) if the Overadvance was created by funding pursuant to this Section, the aggregate amount thereof is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; $10,000,000 and (b) regardless of whether Default or if an Event of Default existsis known to exist (other than an Event of Default arising from the existence of the Overadvance), 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 $1,000,000, 5,000,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts U.S. Revolving Loans outstanding exceed the Borrowing Base 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 jointly and severally by the applicable Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Aggregate Non-FILO Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding U.S. Revolving Loans and L/C 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. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed an amount equal to the greater of (x) $3,000,000 or (y) ten percent (10% %) of the Borrowing Base Commitments at any time while such Overadvance is outstandingtime; and (b) regardless of whether Default or 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 equal to the greater of (x) $1,000,0001,500,000 or (y) five percent (5%) of the Commitments at such time, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) nor Section or authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans outstanding exceed the Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$50,000,000; and (b) regardless of whether Default or 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 $1,000,000, 50,000,000 and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Anything in Section 2.1.5 and 2.1.6 to the contrary notwithstanding, the Agent may not require Lenders to honor requests for Overadvance Loans or make any Protective Advance, if the making of such Overadvance Loans or Protective Advances would cause the aggregate outstanding amount of all Overadvance Loans and Protective Advances to exceed $50,000,000.

Overadvances. If the aggregate Outstanding Amounts Loans and LC Obligations outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are requiredrequired from the Lenders), and (ii) the Overadvance is aggregate amount of all Overadvances and Protective Advances does not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. (A) If at any time the aggregate Outstanding Amounts exceed principal balance of all Revolving Credit Loans exceeds the Borrowing Base (including as a result of a scheduled reduction in the FILO Amount) (an “Overadvance”) at any time), the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such . All Overadvance Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and shall be entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the . (B) The Administrative Agent may may, in its sole discretion (but shall have absolutely no obligation to), require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the applicable Borrower(s) to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, Overadvance as long as (ia) the such Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless the aggregate amount of whether Default or an Event the Overadvances existing at any time, together with the Protective Advances outstanding at any time, do not exceed ten percent (10.0%) of Default exists, the Aggregate Revolving Credit Commitments then in effect. Overadvance Loans may be required even if the Administrative Agent discovers an Overadvance conditions set forth in Section 5.02 have 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 $1,000,000, and (ii) does not continue for more than 45 consecutive daysbeen satisfied. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Total Revolving Credit Outstandings to exceed the Aggregate Revolving Credit Commitments, or that would require the Revolving Credit Exposure of a Revolving Credit Lender to exceed its Revolving Credit Commitment. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans to any or all Borrowers by written notice to the Administrative Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (bSection 2.01(d) nor authorized to enforce any of its terms.

Overadvances. If (i) the Dollar Equivalent of the aggregate Outstanding Amounts exceed Tranche A Revolving Exposure exceeds the Borrowing Base Tranche A Line Cap and/or (“ii) the Dollar Equivalent of the aggregate Revolving Exposure outstanding exceeds the Line Cap (an "Overadvance”) "), in each case, at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b)(ii), but all such Loans Revolving Exposure shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all the benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Line Cap or (b) regardless of whether Default or 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 $1,000,0003,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the Dollar Equivalent of the aggregate outstanding Loans and L/C Obligations Tranche A Revolving Exposure to exceed the Aggregate aggregate Tranche A Revolving Commitments and/or the Revolving Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If (i) the Dollar Equivalent of the aggregate Outstanding Amounts exceed U.S. Revolving Exposure outstanding exceeds the Borrowing Base 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 Exposure outstanding 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b)(iii), but all such Loans Revolving Exposure shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Line Cap or (b) regardless of whether Default or 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 $1,000,0003,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the Dollar Equivalent of the aggregate outstanding Loans and L/C Obligations U.S. Revolving Exposure to exceed the Aggregate 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 Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance Overadvance, together with any Protective Advances, is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed sum of the outstanding principal balance of Revolver Loans plus the stated amount of all Letters of Credit exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans and LC Obligations outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are requiredrequired from the Lenders), and (ii) the Overadvance is aggregate amount of all Overadvances and Protective Advances does not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans (including the Overadvances and L/C any Protective Advances) and LC Obligations to exceed the Aggregate aggregate Revolver Commitments, or that would cause the sum of the outstanding Overadvances known by Agent to exist plus any outstanding Protective Advances to exceed $15,000,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts exceed U.S. Revolver Usage exceeds the U.S. Borrowing Base (a “U.S. Overadvance”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “Foreign Overadvance”) at any time, the excess amount shall be payable jointly and severally by the U.S. Borrowers within one (1) Business Day after or Foreign Borrowers, as applicable, on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Applicable Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the applicable Borrower(s) to cure an Overadvance, (a) when no other Default whether or Event of Default is known to not the Administrative Agentconditions in Section 6.2 are satisfied, as long as (ia) the such Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iib) the Overadvance is not known by the Administrative Agent to exceed 10% aggregate amount of the Borrowing Base Overadvances existing at any time while such Overadvance is outstanding; does not exceed seven and one-half percent (7.5%) of the Commitments then in effect and (bc) regardless the aggregate amount of whether Default or an Event the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed twelve and one-half percent (12.5%) of 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 $1,000,000, and (ii) does not continue for more than 45 consecutive daysCommitments then in effect. In no event shall Overadvances Overadvance Loans be required that would cause (i) the outstanding Loans and L/C Obligations Foreign Revolver Usage to exceed the Aggregate aggregate Foreign Revolver Commitments or (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Overadvances to the Borrowers of the applicable Borrower Group by written notice to Agent.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 10% of the aggregate Revolver Commitments, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been is revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default other than an Event of Default created by the existence of an Overadvance is known to the Administrative Agent, as long as provided that (i) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are requiredfollowing the termination of the preceding Overadvance), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$20,000,000; and (b) regardless of whether Default or 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 $1,000,00010,000,000 (provided that the aggregate amount of all Overadvances shall not exceed $20,000,000), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans pursuant to this sentence are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and or (b) regardless of whether Default or 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 to more than $1,000,0005% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default (other than an Event of Default caused by such Overadvance) is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or any Event of Default that may be caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts 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 jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Secured Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the (i) aggregate outstanding U.S. Revolver Loans and L/C U.S. LC Obligations to exceed the Aggregate 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 Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the aggregate Revolver Commitments or the Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) without duplication of Overadvances permitted under clause (a), regardless of whether Default or 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 $1,000,00010,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at Base, less any time while such Overadvance is outstandingoutstanding Protective Advances; and (b) regardless of whether Default or 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 $1,000,0005% of the Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Party Obligor be deemed a beneficiary of this clause (b) nor Section or authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be immediately due and payable jointly and severally by upon Borrowers within one (1or any of them) Business Day after becoming aware thereof or otherwise on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$2,500,000; and (b) regardless of whether Default or 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 $1,000,0002,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one on the sooner of three (13) Business Days after Agent’s demand or the third Business Day after demand by the Administrative Agentany Borrower has knowledge thereof, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative AgentAgent to be continuing, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% exceed, when aggregated with the aggregate principal amount of the Borrowing Base at any time while such Overadvance is outstandingoutstanding Protective Advances under Section 2.1.6, $5,000,000; and (b) regardless of whether Default or 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 $1,000,0003,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) Facility Exposure exceeds, at any time, the Collateral Line Cap (“Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers on demand by Agent (or within two (2) Business Days with respect to the repayment of outstanding Loans in the event of an Overadvance caused by an establishment or modification of any component of the Availability Reserve then in effect to the extent that such establishment or modification is not subject to a two (2) Business Day notice period under the definition of Availability Reserve). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed exceed, when combined with Protective Advances under Section 2.1.6, ten percent (10% %) of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or 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 $1,000,00010,000,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances an Overadvance Loan be required made that would cause the outstanding Loans and L/C Obligations Facility Exposure to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Overadvances may be made even if the conditions precedent set forth in Section 6.2 have not been satisfied (or waived).

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”a) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, Lenders the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvancemake the mandatory prepayments required by Section 2.14(b), (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as provided that (iA) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are required)following the termination of the preceding Overadvance, and (iiB) the Overadvance is not known by the Administrative Agent to exceed 105.0% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as provided that from and after the date of such discovery discovery, the Overadvance (iA) is shall not be increased by more than $1,000,000an amount equal to 2.5% of the Borrowing Base, and (iiB) does not continue for more than 45 30 consecutive days. ; provided, however, that without the consent of the Required Lenders, the aggregate amount of the Overadvance permitted under this Section 2.17 at any time shall not exceed an amount that is equal to 5.0% of the Borrowing Base. (b) Overadvance Loans shall be made by the Lenders in accordance with each Lender’s Applicable Percentage. (c) In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Total Outstandings to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or Event of Default caused thereby. (d) Overadvance Loans shall accrue interest at the Base Rate plus the Applicable Rate applicable to Base Rate Loans, and may not be converted into Eurodollar Rate Loans. Overadvance Loans shall be payable on demand. (e) In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section 2.17 nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 10% of the aggregate amount of Revolver Commitments, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Obligated Party be deemed a beneficiary of this clause (b) Section 2.1.5 nor authorized to enforce any of its terms.” Section 2.5 Section 2.1.6 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance Overadvance, when combined with all Protective Advances, is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. Required Lenders may at any time revoke Agent’s authority under the immediately preceding sentence to require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance by written notice to Agent. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans made to CAI exceed the CAI Borrowing Base or the aggregate Revolver Loans made to CCI and CCCI exceed the CCI Borrowing Base, (in each case, an "Overadvance") or the aggregate Revolver Loans made to all Borrowers exceed the lesser of the aggregate Revolver Commitments and the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentimmediately, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of $10,000,000 in the Borrowing Base at any time while such Overadvance is outstandingaggregate; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (i) the Dollar Equivalent of the aggregate Outstanding Amounts exceed U.S. Tranche A Revolving Exposure outstanding exceeds the Borrowing Base 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 Exposure outstanding 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b)(ii), but all such Loans Ex-FILO Revolving Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Line Cap or (b) regardless of whether Default or 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 $1,000,0003,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the Dollar Equivalent of the aggregate outstanding Loans and L/C Obligations U.S. Tranche A Revolving Exposure to exceed the Aggregate 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 . Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If either (a) the aggregate Outstanding Amounts U.S. Revolver Loans and U.S. LC Obligations outstanding exceed the Borrowing Base 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 jointly and severally by the applicable Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such applicable Revolver Loans or LC Obligations shall nevertheless constitute ABL Credit Secured Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative The Agent may require the Applicable Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the applicable Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase, as applicable; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Obligor be permitted to require any Overadvance Loan Party to be deemed a beneficiary of this clause (b) nor authorized to enforce any of its termsmade.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0002,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Revolving Credit Facility Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers Borrower within one (1) Business Day after demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the 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 while such Overadvance is outstanding; and (b) regardless of whether Default or 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) $1,000,000, 20,000,000 and (iiB) ten percent (10%) of the aggregate Revolving Credit Commitments in the aggregate and does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Revolving Credit Facility Usage to exceed the Aggregate aggregate Revolving Credit Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor shall it be authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts 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 Borrowing Base Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Applicable Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, Overadvance (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding Loans and L/C Obligations U.S. Revolving Exposure to exceed the Aggregate 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 Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the any then existing Default or Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If (i) the aggregate Outstanding Amounts 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 Borrowing Base Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Applicable Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding Loans and L/C Obligations U.S. Revolving Exposure to exceed the Aggregate 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 Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the theany then existing Default or Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts exceed Aggregate Exposure exceeds the lesser of (x) the Borrowing Base or (y) the Aggregate Commitments at any time Availability is less than zero (an “Overadvance”) at any time), the such excess amount amountdeficiency shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans . All Overadvances shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five twenty consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is does not known by the Administrative Agent to exceed 10% five percent (5%) of the Borrowing Base at any time while such Overadvance is outstanding; Aggregate Commitment and (biii) regardless of whether Default or an Event of Default existsthe Overadvance, if the Administrative Agent discovers an Overadvance not previously known by it together with any Protective Advances made pursuant to exist, as long as from the date of such discovery the Overadvance (iSection 2.04(a)(i) is not increased by more than $1,000,000, and (ii) ), does not continue for more than 45 consecutive daysexceed ten percent (10%) of the Aggregate Commitment. Overadvance Loans may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Aggregate Exposure to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (bSection 2.01(b) nor authorized to enforce any of its terms.

Overadvances. Agent may make voluntary Overadvances without ------------ the written consent of the Required Lenders for amounts charged to the applicable Loan Account for interest, fees or Lender Group Expenses pursuant to Section 2.1(h)(i)(2)(C). If the aggregate Outstanding Amounts conditions for borrowing under Section 3.2(d) ----------------------- -------------- cannot be fulfilled, the Agent may, but is not obligated to, knowingly and intentionally continue to make Advances (including Agent Loans) to Borrower such failure of condition notwithstanding, so long as, at any time, (i) either (A) the outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than $2,000,000 or (“Overadvance”B) at any time, (y) the excess outstanding Revolving Facility Usage would not exceed the Borrowing Base by more than the amount shall be payable jointly proposed by Agent and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled agreed to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, and (z) such Advances are made pursuant to a plan (proposed by Agent and agreed to by the Administrative Agent may require Lenders to honor requests Required Lenders) for Overadvances and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event the elimination of Default is known to the Administrative Agent, as long as (i) outstanding Revolving Facility Usage in excess of the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required)Borrowing Base, and (ii) the Overadvance is not known by outstanding Revolving Facility Usage (except for and excluding amounts charged to the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default applicable Loan Account for interest, fees, or 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 $1,000,000, and (iiLender Group Expenses) does not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed the Aggregate CommitmentsMaximum Amount. Any funding The foregoing provisions are for the sole and exclusive benefit of an Overadvance the Agent and the Lenders and are not intended to benefit Borrower in any way. The Advances and Agent Loans, as applicable, that are made pursuant to this Section 2.1(l) shall be -------------- subject to the same terms and conditions as any other Agent Advance or sufferance Agent Loan, as applicable, except that the rate of an Overadvance interest applicable thereto shall be the rates set forth in Section 2.7(c)(i) without regard to the presence or ----------------- absence of a Default or Event of Default; provided, that the Required Lenders -------- may, at any time, revoke Agent's authorization contained in this Section 2.1(l) to make Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof; provided -------- further, however, that the making of such Overadvances shall not constitute a ------- ------- waiver by the Administrative Agent or Lenders of the Default or such Event of Default caused therebyarising therefrom. In no the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(i) for the amount of such Lender's Pro Rata Share of any -------------- unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(l), and any Overadvances -------------- resulting from the charging to the applicable Loan Account of interest, fees, or other Loan Party be deemed a beneficiary of this clause (b) nor authorized to enforce any of its termsLender Group Expenses.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$3,500,000; and (b) regardless of whether Default or 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 to an aggregate Overadvance Amount of more than $1,000,0003,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) Facility Exposure exceeds, at any time, the Collateral Line Cap (“Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers on demand by Agent (or within two (2) Business Days with respect to the repayment of outstanding Loans in the event of an Overadvance caused by an establishment or modification of any component of the Availability Reserve then in effect to the extent that such establishment or DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 modification is not subject to a two (2) Business Day notice period under the definition of Availability Reserve). Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed exceed, when combined with Protective Advances under Section 2.1.6, ten percent (10% %) of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or 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 $1,000,00010,000,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances an Overadvance Loan be required made that would cause the outstanding Loans and L/C Obligations Facility Exposure to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Overadvances may be made even if the conditions precedent set forth in Section 6.2 have not been satisfied (or waived).

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”a) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, Lenders the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvancemake the mandatory prepayments required by Section ‎2.14(b), (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as provided that (iA) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are required)following the termination of the preceding Overadvance, and (iiB) the Overadvance is not known by the Administrative Agent to exceed 105.0% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as provided that from and after the date of such discovery discovery, the Overadvance (iA) is shall not be increased by more than $1,000,000an amount equal to 2.5% of the Borrowing Base, and (iiB) does not continue for more than 45 30 consecutive days. ; provided, however, that without the consent of the Required Lenders, the aggregate amount of the Overadvance permitted under this Section ‎2.17 at any time shall not exceed an amount that is equal to 5.0% of the Borrowing Base. (b) Overadvance Loans shall be made by the Lenders in accordance with each Lender’s Applicable Percentage. (c) In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Total Outstandings to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or Event of Default caused thereby. (d) Overadvance Loans shall accrue interest at the Base Rate plus the Applicable Rate applicable to Base Rate Loans, and may not be converted into Eurodollar Rate Loans. Overadvance Loans shall be payable on demand. (e) In no event shall any the Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section ‎2.17 nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Total Utilization of Revolving Commitments exceeds the Aggregate Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after the Borrower on demand by the Administrative Agent, but all such Loans Credit Extensions shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required)days, and (ii) the Overadvance aggregate amount of all Overadvances and Agent Advances is not known by the Administrative Agent to exceed 10% of the Aggregate Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0001,500,000, and or (ii) does not continue for more than 45 30 consecutive days; provided that such Revolving Loans may only be made as Base Rate Loans. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Total Utilization of Revolving Commitments to exceed the Aggregate CommitmentsTotal Commitment. Any Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that the funding of Overadvances is appropriate shall be conclusive. The making of any Overadvance permitted hereby shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance or sufferance of an Overadvance permitted hereby shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or any then existing Event of Default caused therebyDefault. In no event shall any the Borrower or other Obligor be permitted to require any Overadvance Loan Party to be deemed a beneficiary of this clause (b) nor authorized to enforce any of its termsmade.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans made to CAI exceed the 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentimmediately, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of $10,000,000 in the Borrowing Base at any time while such Overadvance is outstandingaggregate; and (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 10% of the Seasonal Revolver Limit, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate CommitmentsSeasonal Revolver Limit. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Obligated Party be deemed a beneficiary of this clause (b) Section 2.1.5 nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked otherwise directed in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests by Borrowers for Overadvances 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 Commitments) and to forbear from requiring 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 Administrative by Agent), as if and for so long as (i) the such Overadvance does not continue for a period of more than 45 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further Overadvances are required)another Overadvance exists, (ii) the amount of the Revolver Loans outstanding at any time does not exceed the aggregate of the Commitments at such time, and (iiiii) the Overadvance is not known by Agent at the Administrative Agent time in question to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$11,000,000; and (b2) regardless of whether Default 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 directed by Agent only (A) if the date amount of such discovery the Overadvance (i) is not increased by more than $1,000,000, 7,000,000 above the amount determined by Agent to exist on the date of discovery thereof and (iiB) does for a period not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed fifteen (15) Business Days; provided, however, that without the Aggregate Commitmentsconsent of all Lenders, the aggregate amount of the Overadvance permitted under this Section 14.1.4 may not exceed $15,000,000 at any time. Any funding of an Overadvance or sufferance of an If any Overadvance shall not constitute a waiver by continue to exist at any time after the Administrative Agent or Lenders expiration of the Default periods set forth in clauses (1) or Event (2) above, Agent may (and shall at the request of Default caused therebythe Required Lenders) demand payment thereof. In no event shall any Borrower or any other Loan Party Obligor be deemed to be a beneficiary of this clause (b) nor Section 14.1.4 or authorized to enforce any of its termsthe provisions of this Section 14.1.4. The provisions of this Section 14.1.4 shall be in addition to the provisions of Section 2.1.6 hereof.

Overadvances. If the aggregate Outstanding Amounts exceed Facility Usage exceeds the Aggregate Borrowing Base (“"Overadvance”") at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Revolver Loans and then to all outstanding FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by the Required Lenders, the Administrative Agent may require FILO Lenders and, if the outstanding principal amount of FILO Loans is not less than the FILO Maximum Amount, Revolver Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default other than an Event of Default created by the existence of an Overadvance is known to the Administrative Agent, as long as provided that (i) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by the Administrative Agent to exceed 10an amount equal to 5% of the Aggregate Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing Base), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances an Overadvance be required that would cause (i) the outstanding Revolver Loans and L/C LC Obligations of any Revolver Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any FILO Lender to exceed its FILO Commitment or (iii) the outstanding Revolver Loans, FILO Loans and LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If Any provision of this Agreement to the aggregate Outstanding Amounts contrary notwithstanding, at the request of the Borrower, the Agent may in its sole discretion (but shall have absolutely no obligation to), make Advances to the Borrower, on behalf of the Lenders, in amounts that exceed Availability (any such excess Advances are herein referred to collectively as "OVERADVANCES"); provided that, (i) no such event or occurrence shall cause or constitute a waiver of the Borrowing Base (“Overadvance”) Agent's or the Lenders' right to refuse to make any further Overadvances, Revolving Loans or Non-Ratable Loans, or issue Facility LCs, as the case may be, at any timetime that an Overadvance exists, (ii) no Overadvance shall result in a Default or Unmatured Default due to the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled Borrower's failure to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances and to forbear from requiring Borrowers to cure an Overadvance, comply with Section 2.1.1 (a) when no other Default or Event of Default is known for so long as the Agent permits such Overadvance to remain outstanding, but solely with respect to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required)amount of such Overadvance, and (iiiii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 consecutive days. In in no event shall Overadvances be required that would outstanding for more than 60 days (which days need not be consecutive) in any 120 day period. In addition, Overadvances may be made even if a Default or Unmatured Default exists, but may not be made if the conditions precedent set forth in Section 4.2 have not been satisfied. All Overadvances shall constitute Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. In addition, all Overadvances are subject to the settlement provisions set forth in Section 2.19. The authority of the Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any time and no Overadvance shall cause any Lender's Credit Exposure to exceed its Commitment or the outstanding Loans and L/C Obligations Aggregate Credit Exposure to exceed the Aggregate CommitmentsCommitment; provided that, the Required Lenders may at any time revoke the Agent's authorization to make Overadvances. Any funding of an Overadvance or sufferance of an Overadvance such revocation must be in writing and shall not constitute a waiver by become effective prospectively upon the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized to enforce any of its termsAgent's receipt thereof.

Overadvances. If at any time the aggregate Outstanding Amounts Revolver Loans outstanding on any date exceed the Borrowing Base on such date or the Revolver Facility Amount (in each case, an “Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after to Administrative Agent on demand by Administrative Agent (or if required by the Administrative AgentRequired Lenders), but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations of Borrowers secured by the Collateral of Obligors and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring 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 45 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further Overadvances are required)another Overadvance exists, (ii) the amount of the Revolver Exposure outstanding at any time does not exceed the aggregate of the Revolver Commitments at such time, and (iiiii) 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 and the aggregate amount of the Revolver Commitments at any time while such Overadvance is outstandingtime; and (b) regardless of whether Default 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 $1,000,000, 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 45 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 Overadvances 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 outstanding Loans and L/C Obligations Revolver Exposure to exceed the Aggregate CommitmentsRevolver Facility Amount at such time. Any funding of an Overadvance or sufferance of an If any Overadvance shall not constitute a waiver by continue to exist at any time after the expiration of the periods set forth in clauses (a) or (b) above, Administrative Agent or Lenders may (and shall at the request of the Default or Event of Default caused therebyRequired Lenders) demand payment thereof. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section 2.1.6 nor authorized to enforce any of its terms.

Overadvances. If the outstanding aggregate Outstanding Amounts Revolver Loans and L/C Obligations exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand on demand, in writing, by the Administrative Agent, but all such Revolver Loans and L/C Obligations shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$7,500,000; and (b) regardless of whether Default or 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 $1,000,0007,500,000, and (ii) does not continue for more than 45 30 consecutive days; provided that the aggregate amount of all Overadvances outstanding under clauses (a) and (b) above shall not exceed $10,000,000. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to make further Overadvances under clause (a) above by written notice to Agent. Absent such a revocation, Agent’s determination that the funding of an Overadvance shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts exceed Facility Usage exceeds the Aggregate Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Revolver Loans and then to all outstanding FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by the Required Lenders, the Administrative Agent may require FILO Lenders and, if the outstanding principal amount of FILO Loans is not less than the FILO Maximum Amount, Revolver Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default other than an Event of Default created by the existence of an Overadvance is known to the Administrative Agent, as long as provided that (i) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by the Administrative Agent to exceed 10an amount equal to 5% of the Aggregate Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing Base), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances an Overadvance be required that would cause (i) the outstanding Revolver Loans and L/C LC Obligations of any Revolver Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any FILO Lender to exceed its FILO Commitment or (iii) the outstanding Revolver Loans, FILO Loans and LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount (“Overadvance”) shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at Base, less any time while such Overadvance is outstandingoutstanding Protective Advances; and (b) regardless of whether Default or 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 $1,000,0005% of the Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the outstanding Revolver Loans and L/C LC Obligations of any Lender to exceed its Revolver Commitment or (ii) the outstanding Revolver Loans and LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or any other Loan Party Obligor be deemed a beneficiary of this clause (b) nor Section or authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the amount that equals (x) the lesser of the Borrowing Base and the aggregate amount of Commitments, minus (y) the LC Obligations (such excess Loans, “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers on demand (unless such excess amount is caused by an increase in Availability Reserve or the funding of an Overadvance Loan, in which case such excess amount shall be payable by Borrowers within five Business Days of the occurrence of such excess amount or, in the case of the funding of an Overadvance Loan, by the earlier of (i) 30 days after the funding of such Overadvance Loan and (ii) one (1) Business Day after demand by Agent) (it being understood that no Loan (other than Overadvance Loan made pursuant to the Administrative immediately succeeding sentence and Protective Advances) shall be made and no Letter of Credit shall be issued at any time an Overdance is outstanding) by Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for until at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the aggregate outstanding amount of Overadvance and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base $15,000,000 at any time while such Overadvance is outstandingtime; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused therebythereby unless and except to the extent such Overadvance is caused by the funding of an Overadvance Loan. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10120% of the Borrowing Base at any time while such Overadvance is outstandingas set forth in the most recent Borrowing Base Certificate delivered pursuant to Section 8.1; and (b) regardless of whether Default or 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 $1,000,00020% of the Borrowing Base as set forth in the most recent Borrowing Base Certificate delivered pursuant to Section 8.1, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the lesser of Borrowing Base or the Commitments (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers Borrower within one (1) Business Day after of demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Transaction Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days; provided that in each such case, the requested amount of such Overadvance Loan does not exceed fifteen percent (15%) of the Borrowing Base as calculated by Borrower in the Borrowing Base Certificate submitted to Agent immediately prior to the most recent Borrowing Base Certificate that reflected an Overadvance. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If Total Revolving Outstandings exceeds the aggregate Outstanding Amounts exceed the Borrowing Base Line Cap (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed exceed, when taken together with Protective Advances pursuant to Section 2.01(d), 10% of the Borrowing Base at any time while such Overadvance is outstandingLine Cap; and (bii) regardless of whether Default or 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 $1,000,000, 10% of the Line Cap and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause Total Revolving Outstandings (excluding amounts charged to the outstanding Loans and L/C Obligations Loan Account for interest, fees or expenses required to be paid by the Company hereunder) to exceed the Aggregate aggregate Revolving Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall the Borrowers or any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts Revolver One Loans exceed the Borrowing Base (for Revolver One Loans or if the aggregate Revolver Two Loans exceed the Borrowing Base for Revolver Two Loans (in each case, an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10(A) in respect of Revolver One Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver One Loans outstanding at any time while such Overadvance is outstandingtime, and (B) in respect of Revolver Two Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver Two Loans outstanding at any time; and (b) regardless of whether Default or 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the applicable Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver One Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver One Commitments or the outstanding Revolver Two Loans and LC Obligations to exceed the aggregate Revolver Two Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans made to CAI exceed the CAI Borrowing Base or the aggregate Revolver Loans made to CCI and CCCI exceed the CCI Borrowing Base, (in each case, an “Overadvance”) or the aggregate Revolver Loans made to all Borrowers exceed the lesser of the aggregate Revolver Commitments and the Borrowing Base at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentimmediately, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of $15,000,000 in the Borrowing Base at any time while such Overadvance is outstandingaggregate; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$10,000,000; and (b) regardless of whether Default or 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 $1,000,0002,000,000, and (ii) does not continue for more than 45 30 consecutive daysdays (provided, however, that, for purposes of the requests and forbearances referred to in this sentence above only, the aggregate amount of Overadvances outstanding under clauses (a) and (b) at any time shall not exceed $5,000,000 without the prior consent of Required Lenders). In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. Required Lenders may at any time revoke Agent’s authority to require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance by their giving of written notice Agent. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed CAI Revolver Usage exceeds the CAI Borrowing Base, CCI Revolver Usage exceeds the CCI Borrowing Base, or Revolver Usage exceeds the Borrowing Base (in each case, an “Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentimmediately, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of $15,000,000 in the Borrowing Base at any time while such Overadvance is outstandingaggregate; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or any Event of Default caused therebythen existing. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers the Borrower on demand (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 one (1three Business Days following notice from the Administrative Agent) Business Day after demand by to the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers the Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any the Borrower or other Loan Credit Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts Total Outstandings exceed the 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 jointly and severally by the Borrowers within one (1) Business Day after on demand by to the Administrative Agent, but all such Loans the excess amount of the Total Outstandings shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents; provided that the European Borrower shall not be required to pay any Overadvance other than a European Overadvance. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to (1) exceed 10% of the Total Borrowing Base at any time while such Overadvance is outstandingor (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 Default or 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 $1,000,0005,000,000, and (iiB) does not continue for more than 45 30 consecutive days. In Notwithstanding the foregoing, in no event shall Overadvances Overadvance Loans be required requested that would cause the outstanding Loans and L/C Obligations Total Outstandings to exceed the Aggregate CommitmentsCommitments or the US Outstandings to exceed the Total US Sublimit or the European Outstandings to exceed the Total European Sublimit. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (a) the aggregate Outstanding Amounts Domestic Revolver Loans exceed the Domestic Borrowing Base, or, if applicable, when combined with the aggregate UK Revolver Loans, the Indenture Formula Amount (“Domestic Overadvance”), or (b) the Dollar Equivalent of the aggregate UK Revolver Loans exceed the UK Borrowing Base (“UK Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Domestic Overadvance Loans or UK Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Domestic Overadvance Loans or UK Overadvance Loans are required), and (ii) the Overadvance Overadvance, when combined with all other Domestic or UK Overadvances and Protective Advances, as applicable, is not known by the Administrative Agent to exceed 10% of the Domestic Borrowing Base at any time while such Overadvance is outstandingor UK Borrowing Base, as applicable; and (b) regardless of whether Default or 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 $1,000,0005% of the Domestic Borrowing Base or UK Borrowing Base, as applicable, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Domestic Overadvance Loans be required made that would cause the outstanding Domestic Revolver Loans and L/C Domestic LC Obligations to exceed the Aggregate aggregate Domestic Revolver Commitments and in no event shall UK Overadvance Loans be made that would cause the outstanding UK Revolver Loans and UK LC Obligations to exceed the aggregate UK Revolver Commitments. Any funding of an a Domestic Overadvance Loan or UK Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed principal amount of the Borrowing Base (“Overadvance”) Revolving Loans exceeds, at any time, the lesser of (a) the Borrowing Base and (b) the Revolving Loan Commitments (after giving effect, in the case of this clause (b) only, to any Availability Reserves set forth in clauses (a), (b) and (h) of the definition of Availability Reserves (any such occurrence, an “Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers promptly on demand (but in any event not later than the next Business Day) by Agent, unless such Overadvance is the result of the establishment of an Availability Reserve by Agent and is not related to any other event, condition or other matter other than the establishment of such Availability Reserve, in which case, such Overadvance shall be payable by Borrowers within five (5) Business Days from the date of such demand. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed ten (10% %) percent of the Borrowing Base at any time while such Overadvance is outstandingBase; and (bii) regardless of whether Default or 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 $1,000,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding principal amount of the Revolving Loans and L/C LC Obligations described in clauses (a) and (b) of the definition thereof to exceed the Aggregate aggregate Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If (i) the aggregate Outstanding Amounts 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 Borrowing Base Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding 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 jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agentapplicable Borrowers in accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Applicable Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Lenders, the The Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,000500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause (i) the aggregate outstanding Loans and L/C Obligations U.S. Revolving Exposure to exceed the Aggregate 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 Exposure to exceed the aggregate Revolving Commitments. Any funding The making of an any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Credit Party be deemed a beneficiary 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 this clause (b) nor authorized to enforce any of its termsan Overadvance Loan is appropriate shall be conclusive.

Overadvances. If the aggregate Outstanding Amounts exceed Aggregate Revolving Credit Exposure exceeds the Borrowing Base (“Overadvance”) at any timetime (an "Overadvance"), the such ------------ ----------- excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans . All Overadvances shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Revolving Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent Overadvance, together with any Protective Advances made pursuant to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (bSection 2.06(a)(i) regardless of whether Default or 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 $1,000,000, and (ii) does ), do --------------------------- not continue for more than 45 consecutive daysexceed $5,000,000. Overadvance Loans may be made even if the conditions precedent set forth in Section 4.02 have not ------------ been satisfied. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C Obligations Aggregate Revolving Credit Exposure to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Revolving Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (bSection 2.03(c) nor authorized to enforce any of its terms.terms ---------------

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) ), the aggregate Revolver Commitments at any timetime during the months from June through November of each calendar year, or $35,000,000 at any time during the months of January, February, March, April, May and December of each calendar year, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0006,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand of request by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 105% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 shall not be increased by more than $1,000,000to an amount in excess of 5% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. Required Lenders may at any time revoke Agent's authority to make further Overadvances by written notice to Agent. Absent such revocation, Agent’s determination that funding of an Overadvance or permitting an Overadvance is appropriate shall be conclusive. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts amount of Revolving Credit Loans plus L/C Obligations exceed the Borrowing Base (“Overadvance”) or the Aggregate Commitments at any timetime ("OVERADVANCE"), the such excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent; provided, but all however, that if such Loans Overadvance is caused solely by a change in the composition or calculation of the Availability Reserve, no such demand shall nevertheless be effective until the expiration of at least three (3) Business Days after notice of such change is given to the Borrower Agent by the Administrative Agent. All Overadvances shall constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Credit Loans and L/C LC Obligations to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Total Outstandings exceed the 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 jointly and severally by the Borrowers within one (1) Business Day after on demand by to the Administrative Agent, but all such Loans the excess amount of the Total Outstandings shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents; provided that the European Borrower shall not be required to pay any Overadvance other than a European Overadvance. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to (1) exceed 10% of the Total Borrowing Base at any time while such Overadvance is outstandingor (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 Default or 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 $1,000,0005,000,000, and (iiB) does not continue for more than 45 30 consecutive days. In Notwithstanding the foregoing, in no event shall Overadvances Overadvance Loans be required requested that would cause the outstanding Loans and L/C Obligations Total Outstandings to exceed the Aggregate CommitmentsCommitments 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 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 Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolving Loans exceed the Borrowing Base (“"Overadvance”") or the aggregate Revolving Loan Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolving Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Unless its authority has been revoked in writing by the Required Requisite Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$2,000,000; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days; provided, that in no event shall Lenders be required to honor requests for Overadvance Loans if an Overadvance has existed on more than 90 days in any consecutive twelve-month period. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolving Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall Borrowers or any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (bSection 2.1(b) nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$2,000,000; and (b) regardless of whether Default or 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 $1,000,0002,000,000 (including such discovered Overadvance), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by Agent (such demand to be made by Agent at its election or at the Administrative Agentdirection of Required Lenders) , but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0002,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the (x) aggregate amount of outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate Commitmentsaggregate Revolver Commitments or (y) sum of the aggregate amount of Overadvances outstanding plus the aggregate amount of Protective Advances outstanding to exceed $5,500,000. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.” (f) Section 2.1.5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Overadvances. If the aggregate Outstanding Amounts Loans outstanding exceed the Borrowing Base Line Cap (an “Overadvance”) at any time, the excess amount shall be payable jointly and severally by the Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative The Agent may require the Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), ) and (ii) the Overadvance aggregate amount of all Overadvances is not known by the Administrative Agent to exceed 5% of the Borrowing Base and the aggregate amount of all Overadvance Loans, together with the aggregate amount of all Protective Advances, is not known by the Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and Base, (b) regardless of whether Default or 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 $1,000,0002,500,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the aggregate outstanding Loans and L/C Letter of Credit Obligations to exceed the Aggregate aggregate Commitments. Any Required Lenders may at any time revoke the Agent’s authority to make further Overadvances by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of an a Overadvances is appropriate shall be conclusive. The making of any Overadvance shall not create nor constitute a Default or sufferance Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the Default or then existing Event of Default caused therebyDefault. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) nor authorized permitted to enforce require any of its termsOveradvance Loan to be made.

Overadvances. If the aggregate Outstanding Amounts exceed Facility Usage exceeds the Aggregate Borrowing Base (“"Overadvance”") at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans, FILO Loans and LC Obligations shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Credit Documents. Any payments received by Agent with respect to an Overadvance shall be applied first to all outstanding Revolver Loans and then to all outstanding FILO Loans. Unless its authority has been to make Overadvances is revoked in writing by the Required Lenders, the Administrative Agent may require FILO Lenders and, if the outstanding principal amount of FILO Loans is not less than the FILO Maximum Amount, Revolver Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default other than an Event of Default created by the existence of an Overadvance is known to the Administrative Agent, as long as provided that (i) the no Overadvance does not may continue for more than 45 30 consecutive days (and no additional Overadvance Loans may exist be required for at least five consecutive days thereafter before further Overadvances are required)following the termination of the preceding Overadvance, and (ii) the Overadvance is not known by the Administrative Agent to exceed 10an amount equal to 5% of the Aggregate Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000an amount equal to 2.5% of the Aggregate Borrowing Base (provided that the aggregate amount of all Overadvances shall not exceed an amount equal to 7.5% of the Aggregate Borrowing THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 59 Base), and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances an Overadvance be required that would cause (i) the outstanding Revolver Loans and L/C LC Obligations of any Revolver Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any FILO Lender to exceed its FILO Commitment or (iii) the outstanding Revolver Loans, FILO Loans and LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Loans and L/C LC Obligations to exceed the Aggregate aggregate Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed the Borrowing Base (“Overadvance”a) at any timeAny Overadvance shall (i) be immediately due and payable on demand and, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the 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 ABL Credit Obligations secured by the Collateral Collateral; and (iii) be entitled to all benefits of the Loan Documents. ; (b) Unless its authority has been revoked otherwise directed in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests by Borrowers for Overadvances Overadvance Loans (in which event, and notwithstanding anything to the contrary set forth in the Addendum Agreement, Lenders shall continue to make Revolving Loans up to their Pro Rata Share of the Revolving Commitments) and to forbear from requiring Borrowers to cure an Overadvance, if (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i1) the Overadvance does not continue for a period of more than 45 thirty (30) consecutive days (and days, following which no Overadvance may exist exists for at least five thirty (30) consecutive days thereafter before further Overadvances are required)another Overadvance exists, (2) the aggregate amount of the Revolving Credit Exposure outstanding at any time does not exceed the aggregate of the Revolving Commitments at such time or any individual Lender's Revolving Credit Exposure does not exceed such Lender's Revolving Commitment, (3) the Overadvance does not exceed five percent (5%) of the Borrowing Base, and (ii4) the Overadvance is sum of all Overadvances plus all Protective Advances (as defined in the Security Agreement) does not known by the Administrative Agent to exceed ten percent (10% %) of the Borrowing Base at any time while such Overadvance is outstanding; and (b) regardless of whether Default or 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 $1,000,000, and (ii) does not continue for more than 45 consecutive days. In no event shall Overadvances be required that would cause the outstanding Loans and L/C Obligations to exceed the Aggregate Commitments. Any funding of an Overadvance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused therebyBase. In no event shall any Borrower or any other Loan Party be deemed to be a beneficiary of this clause (b) nor Section 4 or authorized to enforce any of its termsthe 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 any 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. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after Borrower on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers Borrower to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005,000,000, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,000, 10,000,000 and (ii) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that requested or made available if making such Loans would cause the outstanding Loans and L/C Obligations Revolver Usage to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base Base, or, if applicable, the Indenture Formula Amount (“Overadvance”) at any time), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance Overadvance, when combined with all other Overadvances and Protective Advances, as applicable, is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstandingBase; and (b) regardless of whether Default or 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 $1,000,0005% of the Borrowing Base, and (ii) does not continue for more than 45 30 consecutive days. In no event shall Overadvances Overadvance Loans be required made that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts Revolver Loans exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after on demand by the Administrative Agent, but all such Revolver Loans shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Default or Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$6,500,000; and or (b) regardless of whether Default or 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 $1,000,0006,500,000, and (ii) does not continue for more than 45 30 consecutive days; provided that in no event shall any Overadvance Loans be made to the extent the principal amount of outstanding Overadvance Loans known to Agent when aggregated with the outstanding principal amount of all Protective Advances, would exceed $10,000,000. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding Revolver Loans and L/C LC Obligations to exceed the Aggregate aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party Obligor be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its terms.

Overadvances. If the aggregate Outstanding Amounts exceed principal amount of the Borrowing Base (“Overadvance”) Revolving Loans exceeds, at any time, the lesser of (a) the Borrowing Base and (b) (i) the Revolving Loan Commitments minus (ii) the Revolving Loan Commitment Reserve (“Overadvance”), the excess amount shall be payable jointly and severally by Borrowers within one (1) Business Day after demand by the Administrative Agent, but all such Loans which shall nevertheless constitute ABL Credit Obligations secured by the Collateral and entitled to all benefits of the Loan Documents) shall be payable by Borrowers on demand by Agent, unless such Overadvance is the sole and direct result of the establishment of an Availability Reserve by Agent and is not related to any other event, condition or other matter other than the establishment of such Availability Reserve, in which case, such Overadvance shall be payable by Borrowers within five (5) Business Days from the date of such demand. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require Lenders to honor requests for Overadvances Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (ai) when no other Default or Event of Default is known to the Administrative Agent, as long as (iA) the Overadvance does not continue for more than 45 thirty (30) consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvances Overadvance Loans are required), and (iiB) the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base at any time while such Overadvance is outstanding$5,000,000; and (bii) regardless of whether Default or 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 $1,000,0002,500,000, and (iiB) does not continue for more than 45 thirty (30) consecutive days. In no event shall Overadvances Overadvance Loans be required that would cause the outstanding principal amount of the Revolving Loans and L/C LC Obligations described in clauses (a) and (b) of the definition thereof to exceed the Aggregate aggregate Revolving Loan Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Default or Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this clause (b) Section nor authorized to enforce any of its termsterms other than the first sentence of this Section.