Common use of Agent Advances Clause in Contracts

Agent Advances. (i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 have not been satisfied, to make Advances to Borrower on behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof), or (C) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.4(e) shall be referred to as “Agent Advances”); provided, however, that (i) no Agent Advances shall be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an Revolving Loan hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Agent Advances. (i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 3 have not been satisfied, to make Advances to Borrower on behalf of the Lenders in an amount not exceeding the lesser of (x) 105% of the Borrowing Base Gross Collateral Availability and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, 10,000,000 that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof)Obligations, or (C) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.4(e2.3(e) shall be referred to as “Agent Advances”); provided, however, that (i) no Agent Advances shall be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an Revolving Loan Advance hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Agent Advances. (ia) The Administrative Agent hereby is authorized by Borrower Borrowers and the Lenders, from time to time in Administrative Agent’s sole discretioncredit judgment (and with no obligation to do so), (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 (including as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of a Borrowing within the time required by Section 2.3, to make Advances Revolving Loans to Borrower Borrowers on its own behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that Administrative Agent, in its Permitted Discretion sole credit judgment deems necessary or desirable (A) to preserve or protect the Collateral, Collateral or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof)Obligations, or (C) to pay any other amount chargeable to any Credit Party Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 Agreement (any of the Advances advances described in this Section 2.4(e) 2.5 shall be referred to as “Agent Advances”); provided, however, (w) that (i) no the aggregate amount of Agent Advances outstanding at any time shall not exceed $10,000,000, (x) that after giving effect to any such Agent Advance, the Aggregate Revolver Credit Exposure (including all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent Advance, the Administrative Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such Agent Advance will be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period90 days. Each Agent Advance shall be deemed to be an Revolving Loan hereunder, except a Borrowing hereunder subject to the terms set forth in this Section 2.5 (provided that no such the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in connection therewith). Each Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Administrative Agent’s Liens granted to the Administrative Agent under the Loan Documents, shall constitute Obligations hereunder, and shall bear interest as Base Rate Borrowings and shall be repayable on demand. Subject to clauses (b), (c) and (d) below of this Section 2.5, all Agent Advances made by Administrative Agent pursuant to this Section, shall be for Administrative Agent’s sole account and shall be senior in right of payment to all other Loans (as set forth in Section 2.24). (b) The Administrative Agent may give at the rate applicable any time and from time to time time, and in no event later than 30 days after the making of an Agent Advances the Administrative Agent shall give, notice to Revolving Loans that are the Lenders requesting the Lenders to make Base Rate LoansLoans in an amount equal to the unpaid principal amount of any Agent Advance on the next following Business Day. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Administrative Agent, which will be used solely for the repayment of such Agent Advances. (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender shall purchase an undivided participating interest in such Agent Advances in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Administrative Agent. If any such Agent Advance bears interest at a rate other than the Base Rate, such Agent Advance shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand. (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or an Out of Formula Condition or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Administrative Agent in respect of Agent Advances by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Administrative Agent shall be deemed to continue to have outstanding Agent Advances in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Administrative Agent to fund the amount of such Lender’s participation interest in such Agent Advances that such Lender failed to fund pursuant to this Section 2.5, until such amount has been purchased in full.

Agent Advances. (i) Subject to the limitations set forth in this Section 2.2(a)(ii), Agent is hereby is authorized by Borrower the Borrowers and the Lenders, from time to time in Agent’s sole discretion, (1A) after the occurrence and during the continuance of a Default or an Event of Default, or (2B) at any time that any of the other applicable conditions precedent set forth in Section 3.2 8.2 have not been satisfiedsatisfied (including without limitation the condition precedent that the Revolving Loan Outstandings not exceed the Borrowing Base plus any other then outstanding Agent Advances), to make Advances Revolving Loans to Borrower the Borrowers on behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that which Agent, in its Permitted Discretion reasonable business judgment, deems necessary or desirable (A1) to preserve or protect the business conducted by the Borrowers, the Collateral, or any portion thereof, (B2) to enhance the likelihood of of, or maximize the amount of, repayment of the Obligations Loans and other Obligations, (other than Obligations referred to in clause (b) of the definition thereof), or (C3) to pay any other amount chargeable to any Credit Party the Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses required principal payments on the Term Loan, interest payments and the costs, fees, fees and expenses as described in Section 10 10.1 and/or Section 10.4 or (4) to satisfy payment obligations under Support Agreements (any of the Advances advances described in this Section 2.4(e2.2(a)(ii) shall be being hereafter referred to as “Agent Advances”); provided, however, that (i) no Required Lenders may at any time revoke Agent’s authorization to make Agent Advances, except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof, (ii) Agent Advances shall be made solely as Prime Rate Loans, (iii) the aggregate amount of Agent Advances outstanding for a period exceeding thirty at any time, exclusive of those made pursuant to the preceding clauses (303) consecutive days and (ii4), shall not exceed $10,000,000 and (iv) there Agent shall be no more than two separate prohibited from making Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an the extent the making thereof would cause the Revolving Loan hereunder, except that no such Outstandings (inclusive of Agent Advance shall be eligible Advances) to be a LIBOR Rate exceed the Revolving Loan and all payments thereon shall be payable to Agent solely for its own accountCommitment. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Agent Advances. (i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s 's sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 3 have not been satisfied, to make Advances to Borrower on behalf of the Lenders in an amount not exceeding the lesser of (x) 105% of the Borrowing Base Gross Collateral Availability and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, 10,000,000 that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Credit Party Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof)Obligations, or (C) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.4(e2.3(e) shall be referred to as “"Agent Advances”"); provided, however, that (i) no Agent Advances shall be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an Revolving Loan Advance hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s 's Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Agent Advances. (iA) Notwithstanding anything to the contrary elsewhere in this Agreement or any other DIP Financing Document (and irrespective of the existence of any Overadvance Condition), but subject to the dollar limitations set forth below, the Administrative Agent hereby is authorized by Borrower the Borrowers and the Lenders, from time to time in the Administrative Agent’s 's sole discretion, (1A) after the occurrence and during the continuance of a Default or an Event of Default, Default (and for so long as such Default or Event of Default is not waived or cured) or (2B) at any time that any of the other applicable conditions precedent set forth in Section 3.2 Article 8 have not been satisfiedsatisfied (and, as a consequence thereof one or more of the Lenders gives notice to the Administrative Agent of its intent not to fund Revolving Loans), to make Advances Base Rate Revolving Loans from time to Borrower time to the Borrowers on behalf of the Lenders in an amount not exceeding which the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that Administrative Agent, in its Permitted Discretion reasonable business judgment, deems necessary or desirable (A1) to preserve preserve, protect, insure, marshall, market, sell or protect ▇▇▇▇▇▇▇se dispose of any of the Collateral, Collateral or any portion thereof, (B) to enhance the likelihood of of, or maximize the amount of, repayment of the Obligations Loans and other Obligations, provided that the Administrative Agent shall not be authorized to make any Agent Advance (other than Obligations referred as hereinafter defined) if the principal amount of such Agent Advance, when added to in clause the aggregate principal amount of all Agent Advances then outstanding, would exceed $10,000,000 (b) or, with the consent of the definition thereofSyndication Agent, $20,000,000), (2) to pay fees and expenses covered by the Carve-Out, or (C3) to pay any other amount chargeable to any Credit Party the Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, fees and expenses as described in Section 10 13.7 (any of the Advances described in this Section 2.4(e) shall be such advances are herein referred to as “"Agent Advances”"); provided, however, that the Lenders (ibut not the Majority Lenders or the Supermajority Lenders) no may at any time revoke the Administrative Agent's authorization to make Agent Advances by the written direction of all of such Lenders. Any such revocation must be in writing and shall be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an Revolving Loan hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own accountbecome effective prospectively upon the Administrative Agent's receipt thereof. (iiB) The Agent Advances shall be repayable on demand, secured by the Administrative Agent’s 's Liens granted in and to Agent under the Loan Documents, Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth below and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent hereby is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion, (1A) after the occurrence and during the continuance of at any time that a Default or an Event of Defaultexists, or (2B) at any time that any of the other applicable conditions precedent set forth in Section 3.2 Article 4 have not been satisfied, to make Base Rate Advances to the Borrower on behalf of the Lenders in an aggregate amount outstanding (together with all optional Overadvances outstanding under clause (e) above) at any time not exceeding to exceed (together with all other Aggregate Revolving Credit Obligations) the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount Revolving Loan Commitment and (Bz) $6,300,0005,000,000 (or after consultation by the Administrative Agent with the Co-Collateral Agents (or a good faith attempt, in either event such Advances shall not under the circumstances, to exceed consult with the Revolver CommitmentCo-Collateral Agents) $10,000,000, that which the Administrative Agent, in its Permitted Discretion reasonable business judgment, deems necessary or desirable (A1) to preserve or protect the Collateral, or any portion thereof, (B2) to enhance the likelihood of of, or maximize the amount of, repayment of the Obligations Loans and other Obligations, (other than Obligations referred 3) to pay the amount of any “carve-out” for professional fees and expenses in clause (bconjunction with a Default described in Section 9.1(g) of the definition thereofor 9.1(h), or (C4) to pay any other amount chargeable to any Credit Party the Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, fees and expenses described in Section 10 as provided under this Agreement (any of the Advances described in this Section 2.4(e) shall be such advances are herein referred to as “Agent Advances”); provided, however, that (i) no Agent Advances such amount shall not be outstanding for a period exceeding thirty (30) consecutive more than 30 days and (ii) there the Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall be no more than two separate become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent Advances during shall promptly provide to the Borrower written notice of any twelve month period. Each Agent Advance shall be deemed to be an Revolving Loan hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own accountAdvance. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Advance. Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. (iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and bear each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrower or the Lenders, be deemed to have purchased an undivided participation in the principal and interest at of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the rate applicable from time Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to time such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to Revolving Loans that are Base Rate Loansthe terms and conditions of Section 2.2(f).

Agent Advances. (i) Agent hereby is authorized by Borrower Borrowers and the Lenders, from time to time in Agent’s 's sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 3 have --------- not been satisfied, to make Advances to Borrower Borrowers on behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof)Obligations, or (C) to pay any other amount chargeable to any Credit Party Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 ---------- (any of the Advances described in this Section 2.4(e2.3(e) shall be -------------- referred to as “"Agent Advances”"); provided, howeverthat notwithstanding -------------- -------- anything to the contrary contained in this Section 2.3(e), that the -------------- aggregate principal amount of Advances outstanding at any one time, when taken together with the aggregate principal amount of Overadvances made in accordance with Section 2.3(i) outstanding at -------------- any time, shall not exceed an amount equal to the lesser of (ix) no Agent Advances shall be outstanding for a period exceeding thirty (30) consecutive days 10% of the Borrowing Base then in effect and (iiy) there shall be no more than two separate Agent Advances during any twelve month period$7,000,000. Each Agent Advance is an Advance hereunder and shall be deemed subject to be an Revolving Loan hereunderall the terms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible to be a for the LIBOR Rate Loan Option and all payments thereon shall be payable to Agent solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable by Borrowers on demand, demand demand and secured by the Agent’s 's Liens granted to Agent under the Loan Documents, shall constitute Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Agent Advances. (i) Subject to the limitations set forth in this Section 2.2(a)(ii), Agent is hereby is authorized by Borrower the Borrowers and the Lenders, from time to time in Agent’s 's sole discretion, (1A) after the occurrence and during the continuance of a Default or an Event of Default, or (2B) at any time that any of the other applicable conditions precedent set forth in Section 3.2 8.2 have not been satisfiedsatisfied (including without limitation the condition precedent that the Revolving Loan Outstandings not exceed the Borrowing Base plus any other then outstanding Agent Advances), to make Advances Revolving Loans to Borrower the Borrowers on behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that which Agent, in its Permitted Discretion reasonable business judgment, deems necessary or desirable (A1) to preserve or protect the business conducted by the Borrowers, the Collateral, or any portion thereof, (B2) to enhance the likelihood of of, or maximize the amount of, repayment of the Obligations Loans and other Obligations, (other than Obligations referred to in clause (b) of the definition thereof), or (C3) to pay any other amount chargeable to any Credit Party the Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses required principal payments on the Term Loan, interest payments and the costs, fees, fees and expenses as described in Section 10 10.1 and/or Section 10.4 or (4) to satisfy payment obligations under Support Agreements (any of the Advances advances described in this Section 2.4(e2.2(a)(ii) shall be being hereafter referred to as “Agent Advances”"AGENT ADVANCES"); provided, however, that (i) no Required Lenders may at any time revoke Agent's authorization to make Agent Advances, except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof, (ii) Agent Advances shall be made solely as Prime Rate Loans, (iii) the aggregate amount of Agent Advances outstanding for a period exceeding thirty at any time, exclusive of those made pursuant to the preceding clauses (303) consecutive days and (ii4), shall not exceed $10,000,000 and (iv) there Agent shall be no more than two separate prohibited from making Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an the extent the making thereof would cause the Revolving Loan hereunder, except that no such Outstandings (inclusive of Agent Advance shall be eligible Advances) to be a LIBOR Rate exceed the Revolving Loan and all payments thereon shall be payable to Agent solely for its own accountCommitment. (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Agent Advances. (i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s 's sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 3 have not been satisfied, to make Advances to Borrower on behalf of the Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (A) ten percent (10%) of the Maximum Revolver Amount and (B) $6,300,000, in either event such Advances shall not to exceed the Revolver Commitment, that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the CollateralCollateral and any other collateral securing the Obligations, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereofBank Product Obligations), or (C) to pay any other amount chargeable to any Credit Party Borrower pursuant to the terms of this Agreement, including including, without double counting, Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.4(e2.3(e) shall be referred to as “"Agent Advances”"); provided, howeverthat notwithstanding anything to the contrary in this Section 2.3(e), that (i) no the aggregate principal amount of Agent Advances outstanding at any time, when taken together with the aggregate principal amount of Overadvances in accordance with Section 2.3(i) hereof outstanding at any time, shall be outstanding for a period exceeding thirty not exceed an amount equal to the lesser of (30x) consecutive days 10% of the Borrowing Base then in effect and (iiy) there shall be no more than two separate Agent Advances during any twelve month period$3,500,000. Each Agent Advance is an Advance hereunder and shall be deemed subject to be an Revolving Loan hereunderall the terms and conditions applicable to other Advances, except that no such all payments on any Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Agent Advance). (ii) The Agent Advances shall be repayable by Borrower on demand, . All Agent Advances shall be secured by the Agent’s 's Liens granted to Agent under the Loan Documents, shall constitute Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate LoansAdvances.

Agent Advances. (i) Agent hereby is authorized by Borrower and the Revolver Lenders, from time to time in Agent’s sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 have not been satisfied, to make such Advances to Borrower on behalf of the Revolver Lenders in an amount not exceeding the lesser of (x) 10% of the Borrowing Base and (y) the greater of (AAi) ten tenfive percent (10%) of the Maximum Revolver Amount and (BB5%) of the Loan Cap (without giving effect to the Term Loan Reserve in the calculation of the Revolver Borrowing Base), and (ii) $6,300,000, 6,300,000,5,000,000 (but in either eitherany event the aggregate amount of all such Advances shall shall, together with the otherwise outstanding Revolver Usage, not to exceed the aggregate Revolver CommitmentCommitmentCommitments), that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Obligations referred to in clause (b) of the definition thereof), or (C) to pay any other amount chargeable to any Credit Party pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section SectionArticle 10 (any of the Advances described in this Section 2.4(e) shall be referred to as “Agent Advances”); provided, however, that (i) no Agent Advances shall be outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be no more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be an ▇▇▇ Revolving Loan hereunder, except that no such Agent Advance shall be eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. In addition to the foregoing, unless otherwise agreed by the Term Agent, all Advances made from and after the occurrence of an Event of Default arising as a result of a breach of Section 7.15, until such Event of Default has been waived in accordance with Section 15.1, shall constitute Agent Advances subject to the provisions of this Section 2.4(e). (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. (iii) Nothing in this clause (e) shall result in any claim or liability against the Agent (regardless of the amount of any Agent Advances) for Unintentional Overadvances and such Unintentional Overadvances shall not reduce the amount of Agent Advances allowed hereunder. No Credit Party or member of the Lender Group shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).