Common use of Additional Revolving Loans Clause in Contracts

Additional Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, provided, that notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Revolving Loans or such additional Letter of Credit Accommodations together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, and (b) no such additional Revolving Loans or Letter of Credit 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. 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 Revolving Loans. Agent and Swing Line Lender (or Agent on behalf of Swing Line Lender) shall not make any Revolving Loans or nor shall any Issuing Bank provide any Letter Letters of Credit Accommodations to Borrowers 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Agent may make any such additional Revolving Loan Loans or Letter an Issuing Bank may provide such additional Letters of Credit Accommodation so long ason behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an “Over Advance”), as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of such the additional Revolving Loans or such additional Letter Letters of Credit Accommodations together with to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11 hereof12.11(a)(ii) hereof then outstanding, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an aggregate amount equal to any reduction, made with the consent of all Lenders, five (5%) of the Excess Availability required by Section 9.17 hereof, Maximum Credit and (iii) the amount which would shall not cause the total principal amount of all Revolving Loans, Letter the Loans and Letters of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Maximum Credit and (b) no such additional Revolving Loans Loan or Letter of Credit 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. 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 Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers 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 Borrowers such Borrower to exceed the Borrowing BaseBase of such Borrower, without the prior consent of all Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Agent may make any such additional Revolving Loan Loans or provide such additional Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodation so long aswill cause the total outstanding Revolving Loans and Letters of Credit 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 such the additional Revolving Loans or such additional Letter Letters of Credit Accommodations together with 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 hereof12.11(a)(ii) hereof then outstanding, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an aggregate amount equal to any reduction, made with the consent of all Lenders, five (5%) of the Excess Availability required by Section 9.17 hereof, Maximum Credit and (iii) the amount which would shall not cause the total principal amount of all the Revolving Loans, Letter Loans and Letters of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Maximum Credit and (b) no such additional Revolving Loans Loan or Letter of Credit 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. 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 Revolving Loans. Administrative and Collateral Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all the Required Super-Majority Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Administrative and Collateral Agent may make any 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 Accommodation so long asAccommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Borrowing Base as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of such the additional Revolving Loans or such additional Letter of Credit Accommodations to Borrowers which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereofthen outstanding, shall not exceed the least amount equal to ten (10%) percent of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base at the time and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would shall not cause the total principal amount of all the Revolving Loans, Loans and Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loans or Letter of Credit Accommodations shall be outstanding 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 Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or 115 Letter of Credit AccommodationsAccommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, providedexcept, that notwithstanding any provision to the contrarythat, 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 Borrowers to exceed the Borrowing Base (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 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 Base shall not (i) exceed, when taken together with Special Agent Advances, the lesser of (A) $20,000,000 or (B) six and one-half (6 1/2%) percent of the Value 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 Maximum Credit and (b) no such additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Revolving Loans or such additional Letter of Credit Accommodations together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, and (b) no such additional Revolving Loans or Letter of Credit Accommodations 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 Lenders may otherwise agreeagree . 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 Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, provided, that notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Revolving Loans or such additional Letter of Credit Accommodations together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan LimitMaximum Credit, and (b) no such additional Revolving Loans or Letter of Credit 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. 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 Revolving Loans. Agent and Swing Line Lender shall not make any Revolving Loans or nor shall any Issuing Bank provide any Letter Letters of Credit Accommodations to Borrowers 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Agent may make any such additional Revolving Loan Loans or Letter provide such additional Letters of Credit Accommodation so long ason behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letters of Credit will cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base (an "Over Advance"), as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of such the additional Revolving Loans or such additional Letter Letters of Credit Accommodations together with to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans and Letters of Credit equals or exceeds the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 12.11 hereof12.11(a)(ii) hereof then outstanding, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an aggregate amount equal to any reduction, made with the consent of all Lenders, five (5%) of the Excess Availability required by Section 9.17 hereof, Maximum Credit and (iii) the amount which would shall not cause the total principal amount of all Revolving Loans, Letter the Loans and Letters of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Maximum Credit and (b) no such additional Revolving Loans Loan or Letter of Credit 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. 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 Revolving Loans. Administrative and Collateral Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to Borrowers 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 Borrowers Borrower to exceed the Borrowing Base, without the prior consent of all the Required Super-Majority Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Administrative and Collateral Agent may make any 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 Accommodation so long asAccommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to Borrower exceed the Borrowing Base as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of such the additional Revolving Loans or such additional Letter of Credit Accommodations to Borrower which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereofthen outstanding, shall not exceed the least amount equal to ten (10%) percent of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base at the time and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would shall not cause the total principal amount of all the Revolving Loans, Loans and Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loans or Letter of Credit Accommodations shall be outstanding 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 Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Administrative and Collateral Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all the Required Super-Majority Lenders, providedexcept, that notwithstanding any provision to the contrarythat, Administrative and Collateral Agent may make any 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 Accommodation so long asAccommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to Borrowers exceed the Borrowing Base as Administrative and Collateral Agent may deem necessary or advisable in its discretion, provided, that, (a) without the consent of the Required Super-Majority Lenders: (ai) the total principal amount of such the additional Revolving Loans or such additional Letter of Credit Accommodations to Borrowers which Administrative and Collateral Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereofthen outstanding, shall not exceed the least amount equal to ten (10%) percent of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base at the time and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would shall not cause the total principal amount of all the Revolving Loans, Loans and Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Limit and (bii) no Administrative and Collateral Agent shall not make any such additional Revolving Loans or Letter of Credit Accommodations shall be outstanding 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 Accommodations and (as b) at the case may be), except as direction of the Required Lenders may otherwise agreeLenders, Administrative and Collateral Agent shall cease making such additional Revolving Loans or Letter of Credit Accommodations. Each Revolving Lender shall be obligated to pay Administrative and Collateral Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit AccommodationsAccommodations provided that Administrative and Collateral Agent is acting in accordance with the terms of this Section 12.8.

Additional Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter Letters of Credit Accommodations to Borrowers 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 Borrowers to exceed the Borrowing BaseBase (each individually an “Additional Revolving Loan”, and collectively, “Additional Revolving Loans”), without the prior consent of all Lenders, provided, that notwithstanding any provision to the contrary, Agent may make any such additional Additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Additional Revolving Loans or such additional Letter Letters of Credit Accommodations together with the principal amount of 134 Special Agent Advances made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii)the ii) the sum of (x) the amount which, when added to all other Revolving Loans, Letter Letters of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter Letters of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter Letters of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan LimitMaximum Credit, and (b) no such additional Additional Revolving Loans or Letter Letters of Credit Accommodations shall be outstanding more than ninety (90) days after the date such additional 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. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Additional Revolving Loans or Letter Letters of Credit AccommodationsCredit.

Additional Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, provided, that notwithstanding any provision to the contrary, Agent may may, with the prior written consent of Term Agent, make any such additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Revolving Loans or such additional Letter of Credit Accommodations together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,0005,000,000, (ii)the ii) the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan LimitMaximum Credit, and (b) no such additional Revolving Loans or Letter of Credit Accommodations shall be 146 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. 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 Revolving Loans. Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders, provided, that notwithstanding any provision to the contrary, Agent may make any such additional Revolving Loan or Letter of Credit Accommodation so long as: (a) the total principal amount of such additional Revolving Loans or such additional Letter of Credit Accommodations together with the principal amount of Special Agent Advances made pursuant to Section 12.11 hereof12.11, shall not exceed the least of (i) $7,500,000, (ii)the ii) sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof9.17, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, and (b) no such additional Revolving Loans or Letter of Credit 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. 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 Revolving Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit Accommodations to Borrowers 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 Borrowers to exceed the Borrowing Base, without the prior consent of all Lenders; except, provided, that notwithstanding any provision to the contrarythat, Agent may make any such additional Revolving Loan Loans or Issuing Bank may provide such additional Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodation so long aswill cause the total outstanding Revolving Loans and Letters of Credit to Borrowers to exceed the Borrowing Base, as Agent may deem necessary or advisable in its discretion; provided, that: (a) the total principal amount of such the additional Revolving Loans or such additional Letter Letters of Credit Accommodations together with 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 hereof14.11(a) hereof then outstanding, shall not exceed the least of (i) $7,500,000, (ii)the sum of (x) the amount which, when added to all other Revolving Loans, Letter of Credit Accommodations and Special Agent Advances, would not cause the principal amount of all outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Borrowing Base and (y) if applicable, an aggregate amount equal to any reduction, made with the consent of all Lenders, ten (10%) percent of the Excess Availability required by Section 9.17 hereof, Maximum Credit and (iii) the amount which would shall not cause the total principal amount of all Revolving Loans, Letter the Loans and Letters of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit, Maximum Credit and (b) no such additional Revolving Loans Loan or Letter of Credit 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. 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 Accommodations.Credit..