Common use of Additional Loans Clause in Contracts

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. The Administrative Agent and the Swingline Lender shall not make any Revolving Loans or provide and the Issuing Lender shall not issue any Letter of Credit Accommodations to any the Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans Loan or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans (other than Additional Credit Loans) and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all LendersBase, except, that, from and after the Conversion Date, the Administrative Agent may make such additional Revolving Credit Loans or the Issuing Lender may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Credit Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans (other than the Additional Credit Loans) and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as the Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the sum of (i) the total principal amount of the additional Revolving Credit Loans or additional Letter Letters of Credit Accommodations to any the Borrower which that the Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal (other than the Additional Credit Loans) and the Letters of Credit equals or exceed exceeds the Borrowing Bases of Borrowers, Base plus (ii) the amount of Special Agent Advances made pursuant to Section 12.11(a)(i13.12(b) or (ii) hereof then outstanding, outstanding as of any date of determination shall not exceed the aggregate an amount equal to ten percent (10%) percent of the Maximum Credit, aggregate Commitments (other than the Additional Credit Commitment) as of such date without the prior written consent of the Required Agreement Lenders and shall not cause (A) the total principal amount of the Loans (other than the Additional Credit Loans) and Letters of Credit to exceed the aggregate Commitments (other than the Additional Credit Commitment) as of such date or (B) the outstanding Letters of Credit to exceed the L/C Commitment and (b) no such additional Revolving Credit Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Credit Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Agreement Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Commitment Percentage of any such additional Revolving Credit Loans or Letter Letters of Credit Accommodationsin accordance with the applicable Sections of this Agreement.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $5,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. The Administrative Agent and the Swingline Lender shall not make any Revolving Loans or provide and the Issuing Lender shall not issue any Letter of Credit Accommodations to any the Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans Loan or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all LendersBase, except, that, from and after the Conversion Date, the Administrative Agent may make such additional Revolving Credit Loans or the Issuing Lender may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Credit Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as the Administrative Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the sum of (i) the total principal amount of the additional Revolving Credit Loans or additional Letter Letters of Credit Accommodations to any the Borrower which that the Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal and the Letters of Credit equals or exceed exceeds the Borrowing Bases of Borrowers, Base plus (ii) the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(b) or (ii) hereof then outstanding, outstanding as of any date of determination shall not exceed the aggregate an amount equal to ten percent (10%) percent of the Maximum Credit, aggregate Commitments as of such date without the prior written consent of the Required Agreement Lenders and shall not cause (A) the total principal amount of the Loans and Letters of Credit to exceed the aggregate Commitments as of such date or (B) the outstanding Letters of Credit to exceed the L/C Commitment and (b) no such additional Revolving Credit Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Credit Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Agreement Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Commitment Percentage of any such additional Revolving Credit Loans or Letter Letters of Credit Accommodationsin accordance with the applicable Sections of this Agreement.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the amount set forth in Section 2.1(a) hereof (the “Borrowing Base of such BorrowerBase”), without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to Borrowers exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten percent (10%) percent of the Maximum Credit, (b) no such additional Revolving Loan or Letter of Credit Accommodation Borrowing Base at the time and shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) not cause the total outstanding principal amount of the Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditCredit and (b) without the consent of all Lenders, Agent shall not make any such additional Loans or Letter of Credit Accommodations more than ninety (90) days from the date of the first such additional Loans or Letter of Credit Accommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, Borrower as such Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any such Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, such Borrower shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Revolving Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section Sections 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Obligations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Covenant Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $10.0 million outstanding at any time and shall not cause the aggregate Revolving Exposure to exceed the Revolving Commitments of all of the Maximum Credit, Lenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment and (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter Swingline Loans, or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.10.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to such Borrower exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base of such BorrowerBase, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to such Borrower exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ai) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Bases of BorrowersBase or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Section Sections 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the aggregate total principal amount equal to ten (10%) percent of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (bii) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (c5) consecutive days thereafter before further such additional Loans may be made at the total outstanding principal amount end of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(isuch ninety (90) and (ii) hereof shall not exceed the Maximum Creditday period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all the Required Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section Sections 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Aggregate Revolving Commitment Amounts and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Obligations to exceed the Aggregate Revolving Commitment Amounts and (b) no such additional Revolving Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or and Issuing Banks shall not provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Banks may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent or Issuing Banks may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans intentionally and with actual knowledge that such Revolving Loans would cause the aggregate amount of the total outstanding Revolving Loans to exceed the Borrowing Base or make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or intentionally and with actual knowledge that such Revolving Loans will cause the total outstanding Revolving Loans to exceed the Borrowing Base and Agent may make such additional Revolving Loans and provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans which Agent may make after obtaining actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base and the additional Revolving Loans and additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to the lesser of $10,000,000 or ten (10%) percent of the Maximum Credit, Credit outstanding at any time and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, except that Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, Borrower as such Administrative Agent may deem necessary or advisable in its discretion, provided, provided that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any such Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, such Borrower shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit and (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving 84 87 Loans or Letter of Credit AccommodationsAccommodations provided that Administrative Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans intentionally and with actual knowledge that such Revolving Loans would cause the aggregate amount of the total outstanding Revolving Loans to exceed the Borrowing Base or make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or intentionally and with actual knowledge that such Revolving Loans will cause the total outstanding Revolving Loans to exceed the Borrowing Base and Agent may make such additional Revolving Loans and provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Total Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans which Agent may make after obtaining actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base and the additional Revolving Loans and additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations equal or exceed the Total Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to the lesser of $10,000,000 or ten (10%) percent of the Maximum Credit, Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any a Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, exceptEXCEPT, thatTHAT, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, Borrower as such Agent may deem necessary or advisable in its discretion, providedPROVIDED, thatTHAT: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any such Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, such Borrower shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base of such Borrower at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of 116 Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borroweror the Export-Related Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Non-Exim Revolving Loans or provide such additional Non-Exim Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations will cause the total outstanding Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Non-Exim Revolving Loans or Non-Exim additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or and (iia)(ii) hereof then outstanding, shall not exceed the aggregate lesser of (x) an amount equal to ten percent (10%) percent of the Borrowing Base at any time or (y) the Maximum Credit, Revolving Credit less the outstanding amount of all Exim Revolving Loans and Exim Letter of Credit Accommodations and (b) no such additional Non-Exim Revolving Loan or Non-Exim Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Non-Exim Revolving Loan or Non-Exim Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations.. 12.9 Concerning the Collateral and the Related Financing Agreements . Each Lender authorizes and directs Agent to enter into this Agreement and the other Financing Agreements. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the terms of this Agreement or the other Financing Agreements and the exercise by Agent or Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. 12.10

Additional Loans. The Administrative Agent and the Issuer shall not make any Revolving Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate outstanding principal amount of the total outstanding Revolving Loans and Total Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, except that, the Administrative Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, as the Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which the Administrative Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Revolving Loans and Total Letter of Credit Outstandings equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) 2.1.1 hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Maximum CreditBorrowing Base and shall not cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings to exceed the Total Commitment Amount, (b) the aggregate outstanding principal amount of the Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.21 may make or provide plus the aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all the Borrowers at any one time shall not exceed the Revolving Loan Commitment Amount and (c) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent The Borrowers shall not make have the right at any Revolving time and from time to time during the period beginning on the Closing Date to but excluding the date 90 days prior to the Maturity Date to request additional Loans or provide any Letter of Credit Accommodations by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause increases the aggregate amount of the total outstanding Revolving Loans shall not exceed $300,000,000. Each such increase in the Loans must be in an aggregate minimum amount of $50,000,000 and Letter integral multiples of Credit Accommodations $10,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Borrowers). The Administrative Agent shall promptly notify each Lender upon receipt of any such Borrower notice from the Borrowers. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to exceed provide an additional Loan and if so, the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that Loan. If the aggregate principal amount of the Revolving additional Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant Lenders are willing to Section 12.11(a)(i) or (ii) hereof then outstanding, shall not exceed provide is less than the aggregate amount equal to ten (10%) percent of the Maximum Credit, (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of additional Loans requested by the Borrowers, then the Administrative Agent may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increase in the Loans, Letter including decisions as to the selection of Credit Accommodations the existing Lenders and/or other banks, financial institutions and Special Agent Advances made pursuant other institutional lenders to Section 12.11(a)(i) be approached with respect to such increase and (ii) hereof shall not exceed the Maximum Creditallocations of the increase in the Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Each No Lender shall be obligated in any way whatsoever to pay Agent increase the principal amount of its Pro Rata Share Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects), it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such additional Revolving that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrowers to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrowers, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loan at the time of the effectiveness of the applicable increase in the aggregate principal amount of the Loans, (iv) a duly completed and executed Disbursement Instruction Agreement and (v) a duly completed and executed Notice of Borrowing. The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) three (3) Business Days prior to the requested date of the borrowing of Eurodollar Rate Loans, and (y) on the requested date of the borrowing of Base Rate Loans, and shall be deemed to be a representation and warranty that the conditions specified above have been satisfied on and as of the date of the making of the Loans. In connection with any increase in the aggregate principal amount of the Loans or Letter of Credit Accommodationspursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations or B/A Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Loans, Letter of Credit Accommodations or B/A Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Loans, Letter of Credit Accommodations and B/A Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations or B/A Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Loans, Letter of Credit Accommodations or B/A Accommodations will cause the total outstanding Revolving Loans and Loans, Letter of Credit Accommodations and B/A Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations or B/A Accommodation to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $5,000,000 outstanding at any time and shall not cause the total principal amount of the Loan, Letter of Credit Accommodation and B/A Accommodation to exceed the Maximum Credit, ; and (b) no such additional Revolving Loan or Loans, Letter of Credit Accommodation Accommodations or B/A Accommodations shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Loan, Letter of Credit Accommodation or B/A Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Loans, Letter of Credit AccommodationsAccommodations or B/A Accommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the Borrowing Base of such BorrowerBorrowers, without the prior consent of all Lenders, except, that, except that Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving 103 Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to Borrowers exceed the Borrowing Base of Borrowers as such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Agent may make or provide after obtaining such actual knowledge that pursuant to this Section 12.8 shall not cause the aggregate outstanding principal amount of such additional Loans and Letter of Credit Accommodations, together with the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(a) or (ii) hereof then outstandinghereof, shall not to exceed the aggregate amount equal to ten (10%) percent of the Maximum Creditlesser of the Revolving Loan Limit or the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit, (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special (c) upon the written request of Required Lenders, Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditcease making such additional Loans or Letter of Credit Accommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations, provided, that, Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Revolving Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Revolving Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower the Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of Revolving Exposure equals or exceeds the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, and (b) no without the consent of all Lenders, Administrative Agent shall not permit any such additional Revolving Loan Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date of such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter Swingline Loans or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.10.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Loan Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Revolving Loan Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Loan Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Loan Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed $10.0 million outstanding at any time and shall not cause the aggregate amount equal Revolving Exposure to ten (10%) percent exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Required Lenders may at any time prospectively revoke the Administrative Agent’s authorization to make such additional Revolving Loans, Letter Swingline Loans or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.18.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower all Borrowers to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after 123 obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent $10,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date that the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) agree, provided, that, in the total outstanding principal amount event that at any time after any such additional Loan or Letter of LoansCredit Accommodation is made or provided, the Loans or Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall do not exceed the Maximum CreditBorrowing Base for ten (10) consecutive days, then such ninety (90) day period shall cease and recommence upon the next time that Agent may make such additional Loans or provide such additional Letter of Credit Accommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Revolving Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(a)(ii) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Revolving Loan Limit and shall not cause the total principal amount of the Loan and Letter of Credit Accommodation to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Revolving Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Revolving Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or an Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans, Swing Line Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the 130 Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum Credit, Lenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment and (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter Swingline Loans, or letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.10.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such UK Borrowers (collectively) to exceed the Borrowing Base of UK Borrowers or any US Borrower to exceed the Borrowing Base of such US Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such UK Borrowers (collectively) or any US Borrower to exceed the Borrowing Base of UK Borrowers or such US Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.1 l(a)(iii) hereof then outstanding, shall not exceed the aggregate lesser of (i) an amount equal to ten (10%) percent of the Maximum CreditBorrowing Base at any time, and (ii) an aggregate amount equal to the US Dollar Equivalent of US$4,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed $50,000,000 and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or and Issuing Bank shall not provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent and the Issuer shall not make any Revolving Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate outstanding principal amount of the total outstanding Revolving Loans and Total Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base or the aggregate outstanding principal amount of such Borrowerthe Revolving Loans and Total Letter of Credit Outstandings to exceed the Borrowing Base, without the prior consent of all Lendersin each case except as set forth in Section 10.1 hereof, except, except that, Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Revolving Loans and Total Letter of Credit Outstandings equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) 2.1.1 hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Borrowing Base and shall not cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings to exceed the Maximum Credit, (b) the aggregate outstanding principal amount of the Revolving Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all Borrowers at any time shall not exceed the Maximum Credit and (c) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Loan Lender shall be obligated to pay Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerTotal Availability, without the prior consent of all of the Lenders, exceptEXCEPT, thatTHAT, Agent may make Loans in connection with any Letter of Credit Accommodations in such circumstances and Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, Total Availability as Agent may deem necessary or advisable in its discretion, providedPROVIDED, thatTHAT: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Total Availability shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum CreditTotal Availability at the time, but in no event shall such additional Loans or additional Letter of Credit Accommodations exceed $3,500,000 in the aggregate outstanding at any time, and (b) no without the consent of all of the Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made Accommodations each time Agent shall make or issued provide the same, PROVIDED, THAT, at any time within any such ninety (as 90) day period commencing on the case may be)date of the first such additional Loans or Letter of Credit Accommodations, except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Loans or Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall do not exceed the Maximum CreditTotal Availability for thirty (30) days then such ninety (90) day period shall cease and recommence upon the next time that Agent may make such additional Loans or provide such additional Letter of Credit Accommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.14.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base amount of the Loans available to Borrower as of such Borrowertime based on the lending formulas set forth in Section 2.1(a), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base amount of the Loans available to Borrower as of such Borrowertime based on the lending formulas set forth in Section 2.1(a), as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant the Loans available to Borrower as of such time based on the lending formulas set forth in Section 12.11(a)(i2.1.(a) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent $2,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Administrative Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such each Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such each Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(iii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent the US Dollar Equivalent of US$2,850,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(a)(ii) or (ii) hereof then outstanding, shall not cause the total of all outstanding Loans and Letter of Credit Accommodations to exceed the aggregate amount equal of the Revolving Loans and Letter of Credit Accommodations available to ten Borrower hereunder by more than five percent (105%) percent of such amount and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. The Agent and the Issuer shall not make any Revolving Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate outstanding principal amount of the total outstanding Revolving Loans and Total Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, except that, the Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, as the Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which the Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Revolving Loans and Total Letter of Credit Outstandings equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) 2.1.1 hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Maximum CreditBorrowing Base and shall not cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings to exceed the Total Commitment Amount, (b) the aggregate outstanding principal amount of the Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all the Borrowers at any one time shall not exceed the Revolving Loan Commitment Amount and (c) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay the Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $11,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any the Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any the Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $12.5 million outstanding at any time less the then Outstanding Amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) no if so requested by the Required Lenders by written notice to the Administrative Agent and the Borrower, the Administrative Agent shall cease to provide any such additional Revolving Loan Loans, Swingline Loans or Letter Letters of Credit, and, within 3 Business Days after any such written notice, any such amounts outstanding in respect of such excess shall become due (or, in the case of Keystone Revolving Credit Accommodation Agreement any such Letters of Credit, Swingline Loans and, to the extent required thereafter, Revolving Loans selected by the Borrower shall be outstanding more than ninety (90prepaid in the amount of such excess, or, if no Loans are then outstanding, LC Exposure shall be cash collateralized in the amount of such excess in accordance with Section 2.13(j)) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) without the total outstanding principal amount consent of all Lenders, the Administrative Agent shall not permit any such additional Revolving Loans, Letter Swingline Loans or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(iremain outstanding for more than sixty (60) and (ii) hereof shall not exceed days from the Maximum date of such additional Revolving Loans, Swingline Loans or Letters of Credit. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit AccommodationsCredit; provided that the Administrative Agent is acting in accordance with the terms of this Section 9.13.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, if a Default or Event of Default exists or has occurred and is continuing, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(a)(ii) or (ii) hereof then outstanding, shall not exceed the aggregate amount outstanding at any time that is equal to the lesser of (i) $10,000,000 and (ii) the amount equal to ten (10%) percent in excess of the Borrowing Base at such time any such Loan is made or such Letter of Credit Accommodation is provided and shall not cause the total principal amount of the Loan and Letter of Credit Accommodation to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan Loans or Letter of Credit Accommodation Accommodations shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each 105 Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no 116 such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section Sections 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Revolving Loans and Letter of Credit Obligations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter Letters of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Covenant Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate an amount equal to ten (10%) percent of the Borrowing Base at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit less the US Dollar Amount of all Foreign Advances outstanding at such time and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the amount set forth in Section 2.1(a) hereof (the "Borrowing Base of such BorrowerBase"), without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to Borrowers exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Administrative Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to such Borrower exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base of such BorrowerBase, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to such Borrower exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (ai) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Tranche A Borrowing Bases of BorrowersBase or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Section Sections 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the aggregate total principal amount equal to ten (10%) percent of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (bii) no such additional Revolving Loan or Letter of Credit 180 Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (c5) consecutive days thereafter before further such additional Loans may be made at the total outstanding principal amount end of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(isuch ninety (90) and (ii) hereof shall not exceed the Maximum Creditday period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBorrowers, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $10.0 million outstanding at any time and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) no without the consent of all Lenders, Administrative Agent shall not make any such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan Loans, Swingline Loans, or Letter Letters of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Required Lenders may at any time prospectively revoke the Administrative Agent’s authorization to make such additional Revolving Loans, Letter Swingline Loans or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.10.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent $10,000,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or 118 additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the amount set forth in Section 2.1(a) hereof (the “Borrowing Base of such BorrowerBase”), without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to Borrowers exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent of the Borrowing Base at the time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no without the consent of all Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety (90) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Tranche A Lenders and Tranche B Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, Tranche A Lenders and Tranche B Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: so long as (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any a Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(i)(B) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent $7,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit or the Eligible Working Capital and (b) no Agent shall not make any such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date of the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be)Accomadation pursuant to this Section 12.8, except as the Required Lenders may otherwise agree agree. Each Tranche A Lender and (c) the total outstanding principal amount of LoansTranche B Lender shall, Letter of Credit Accommodations and Special Agent Advances made pursuant subject to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall 2.3 hereof, be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.”

Additional Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or an Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Tranche A Loans or an Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans Tranche A Loans, Swing Line Loan or Letter of Credit Accommodations will cause the total outstanding Revolving Tranche A Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Tranche A Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Tranche A Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or and (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Tranche A Borrowing Base and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, Credit and (b) no such additional Revolving Tranche A Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Tranche A Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Tranche A Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Tranche A Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Administrative Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount Dollar Amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Obligations to exceed the U.S. Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Obligations to exceed the U.S. Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount Dollar Amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount Dollar Amount of the Revolving Loans and Letter of Credit Obligations equal or exceed the U.S. Borrowing Bases of BorrowersBase, plus the amount of Special Administrative Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten percent (10%) percent of the Maximum Credit, Credit and shall not cause the total principal Dollar Amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, ; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii14.12(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Loans. Agent shall not make any Revolving Loans or ---------------- provide any Letter of Credit Accommodations to any Borrower Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make ------ ---- such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Borrowers to exceed the Borrowing Base of such Borrower(an "Over-Advance"), as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the -------- ---- additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower Borrowers which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase shall not (i) exceed, plus the amount of when taken together with Special Agent Advances made pursuant to Section 12.11(a)(iAdvances, the lesser of (A) $20,000,000 or (iiB) hereof then outstanding, shall not exceed the aggregate amount equal to ten six and one-half (106 1/2%) percent of the Maximum CreditValue of Eligible Inventory at any time outstanding in the aggregate, and (ii) cause the total principal amount of the Revolving Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after from the date such additional Revolving Loan or Letter of Credit Accommodation is was made or issued (as the case may be), except as the Required Revolving Loan Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.Accommodations provided that Agent is acting in accordance with the terms of this Section 12.8. 120

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with 125 actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i12.11(a) or (ii) hereof then outstanding, shall not exceed the aggregate (x) an amount equal to ten (10%) percent of the Borrowing Base at any time, or (y) the Maximum CreditRevolving Credit less the US Dollar Amount of all Foreign Advances outstanding at such time; provided that the aggregate amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances shall not exceed the Borrowing Base at any time in effect by more than $7,500,000 unless and until Fortress has provided its prior written consent and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Revolving Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Revolving Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $7,500,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the Maximum Credit, Revolving Loans and Letter of Credit Accommodations to exceed the Revolving Loan Limit and (b) no without the consent of all Revolving Lenders, Agent shall not make any such additional Revolving Loan Loans or Letter of Credit Accommodation shall be outstanding Accommodations more than ninety sixty (9060) days after from the date of the first such additional Revolving Loan Loans or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum CreditAccommodations. Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Agent is acting in accordance with the terms of this Section 12.8.

Additional Loans. Agent and the Issuer shall not make any Revolving Loans or provide issue any Letter Letters of Credit Accommodations to any Borrower on behalf of the Lenders intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations would cause the aggregate outstanding principal amount of the total outstanding Revolving Loans and Total Letter of Credit Accommodations Outstandings to such Borrower exceed the Borrowing Base, the aggregate outstanding principal amount of the Revolving A Loans and Total Letter of Credit Outstandings to exceed the Borrowing Base A or the aggregate outstanding principal amount of such Borrowerthe Revolving B Loans to exceed the Borrowing Base B, without the prior consent of all Lendersin each case except as set forth in Section 10.1 hereof, except, except that, Agent may make such additional Revolving Loans or provide the Issuer may issue such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Outstandings to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent or the Issuer may make or provide after obtaining such actual knowledge that the aggregate outstanding principal amount of the Revolving Loans and Total Letter of Credit Outstandings equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) 2.1.1 hereof then outstanding, shall not exceed the aggregate amount equal to ten five (105%) percent of the Borrowing Base and shall not cause the aggregate outstanding principal amount of the Loans and Total Letter of Credit Outstandings to exceed the Maximum Credit, (b) the aggregate outstanding principal amount of the Revolving Loans made and Subfacility Letters of Credit issued in reliance upon this Section 10.20 may make or provide plus the aggregate principal amount of Revolving Loans, Swing Line Loans and Subfacility Letter of Credit Outstandings outstanding with respect to all Borrowers at any time shall not exceed the Revolving Loan Limit and (c) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Revolving Loan Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Revolving A Loan Lender or Revolving B Loan Lender, as applicable, shall be obligated to pay Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit. For purposes of this Section 10.20, if, as of the date any additional Revolving Loans are made pursuant to this Section 10.20, the then outstanding principal amount of the Revolving B Loans plus the then outstanding principal amount of Special Agent Advances is less than the Revolving B Loan Formula Amount, such additional Revolving Loans shall be deemed to constitute Revolving B Loans to the extent that such additional Revolving Loans, together with the then outstanding principal amount of the Revolving B Loans and the then outstanding principal amount of Special Agent Advances is less than or equal to the Revolving B Loan Formula Amount, and if, as of the date of any such additional Revolving Loans are made pursuant to this Section 10.20, the then outstanding principal amount of the Revolving B Loans plus the then outstanding principal amount of Special Agent Advances plus the then outstanding principal amount of any such additional Revolving Loans made pursuant to this Section 10.20 equals the Revolving B Loan Formula Amount, such additional Revolving Loans made pursuant to this Section 10.20 in excess of the Revolving B Loan Formula Amount shall be deemed to constitute Revolving A Loans.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause (a) the aggregate amount of the total outstanding Revolving Borrowing Base Loans and Borrowing Base LC Accommodations to exceed the Borrowing Base Loan Limit of such Borrower or (b) the aggregate amount of the total outstanding Loans or Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerMaximum Credit, in each case, without the prior consent of all of the Lenders, except, that, (i) Lenders shall make the Supplemental Loans and Supplemental LC Accommodations to Borrowers in accordance with Section 3.3 hereof and (ii) Agent may make Borrowing Base Loans in connection with any Borrowing Base LC Accommodations in such circumstances and Agent may make such additional Revolving Borrowing Base Loans or provide such additional Letter of Credit Borrowing Base LC Accommodations on behalf of Lenders, Lenders intentionally and with actual knowledge that such Revolving Borrowing Base Loans or Letter of Credit Borrowing Base LC Accommodations will cause the total outstanding Revolving Borrowing Base Loans and Letter of Credit Borrowing Base LC Accommodations to such Borrower to exceed the Borrowing Base Loan Limit of such Borrower, Borrower as Agent may deem necessary or advisable in its discretiondiscretion (“Additional Loans”), provided, that: (aA) the total principal amount of the additional Revolving Borrowing Base Loans or additional Letter of Credit Borrowing Base LC Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Borrowing Base Loans equal equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Borrowers shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum CreditBorrowing Bases of Borrowers at the time, (b) but in no event shall such additional Revolving Loan Borrowing Base Loans or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after additional Borrowing Base LC Accommodations plus the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to for the purposes set forth in Section 12.11(a)(i12.12(a)(ii) at any time outstanding exceed $2,000,000 in the aggregate outstanding at any time, and (iiB) hereof without the consent of Majority Lenders, Agent shall not make any such additional Borrowing Base Loans or Borrowing Base LC Accommodations more than six (6) Business Days from the date of the first such additional Borrowing Base Loans or Borrowing Base LC Accommodations each time Agent shall make or provide the same, provided, that, at any time within any such six (6) Business Day period commencing on the date of the first such additional Borrowing Base Loans or Borrowing Base LC Accommodations, the Borrowing Base Loans or Borrowing Base LC Accommodations do not exceed the Maximum CreditBorrowing Base Loan Limit of such Borrower then such six (6) Business Day period shall cease and recommence upon the next time that Agent may make such additional Borrowing Base Loans or provide such additional Borrowing Base LC Accommodations. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Borrowing Base Loans or Letter Borrowing Base LC Accommodations provided that Agent is acting in accordance with the terms of Credit Accommodationsthis Section 12.14.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borroweror the Export-Related Borrowing Base, without the prior consent of all Lenders, except, that, Agent may make such additional Non-Exim Revolving Loans or provide such additional Non-Exim Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Non-Exim Revolving Loans or Non-Exim Letter of Credit Accommodations will cause the total outstanding Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, ; provided, that: (a) the total principal amount of the additional Non-Exim Revolving Loans or Non-Exim additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Borrowing Bases of BorrowersBase, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or and (iia)(ii) hereof then outstanding, shall not exceed the aggregate lesser of (x) an amount equal to ten percent (10%) percent of the Borrowing Base at any time or (y) the Maximum Credit, Revolving Credit less the outstanding amount of all Exim Revolving Loans and Exim Letter of Credit Accommodations and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.102

Additional Loans. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any Borrower the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any Borrower the Borrowers which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $17.5 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, and (b) no without the consent of all Lenders, Administrative Agent shall not permit any such additional Revolving Loan Loans, Swingline Loans or Letter Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date of such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter Swingline Loans or Letters of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodationsprovided that Administrative Agent is acting in accordance with the terms of this Section 10.10.

Additional Loans. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letter Letters of Credit Accommodations to any the Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letter Letters of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter Letters of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower Exposure to exceed the Borrowing Base of such BorrowerBase, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans Loans, Swingline Loans, or additional Letter Letters of Credit Accommodations to any the Borrower which Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal Exposure equals or exceed exceeds the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, Base shall not exceed the aggregate amount equal to ten (10%) percent $7,000,000 outstanding at any time less the then Outstanding Amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Maximum CreditLenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (b) no if so requested by the Required Lenders by written notice to the Administrative Agent and the Borrower, the Administrative Agent shall cease to provide any such additional Revolving Loan Loans, Swingline Loans or Letter Letters of Credit, and, within 3 Business Days after any such written notice, any such amounts outstanding in respect of such excess shall become due (or, in the case of any such Letters of Credit, Swingline Loans and, to the extent required thereafter, Revolving Loans selected by the Borrower shall be prepaid in the amount of such excess, or, if no Loans are then outstanding, LC Exposure shall be Cash Collateralized in the amount of such excess in accordance with Section 2.13(j)) and (c) without the consent of all Lenders, the Administrative Agent shall not permit any such additional Revolving Loans, Swingline Loans or Letters of Credit Accommodation shall be to remain outstanding for more than ninety sixty (9060) days after from the date such additional Revolving Loan Loans, Swingline Loans or Letter Letters of Credit Accommodation is were made or issued (issued, as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay to the Administrative Agent the amount of its Pro Rata Share Percentage of any such additional Revolving Loans Loans, Swingline Loans, or Letter Letters of Credit AccommodationsCredit; provided that the Administrative Agent is acting in accordance with the terms of this Section 9.13.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower all Borrowers to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base, shall not exceed the aggregate amount equal to ten (10%) of Borrowersthe Borrowing Base, (b) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (bc) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower all Borrowers to exceed the Borrowing Base of such BorrowerBase, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such BorrowerBase, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases Base, (b) shall not exceed the aggregate amount equal to ten (10%) of Borrowersthe Borrowing Base, the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, Credit and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit and (bc) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety sixty (9060) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such any Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any a Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent $7,500,000 outstanding at any time and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit, Credit and (b) no Agent shall not make any such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date of the first such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be)pursuant to this Section 12.8, except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall shall, subject to Section 2.3 hereof, be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter Letters of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter Letters of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii12.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Revolving Loan Limit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the Maximum Credit, Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Creditagree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.