Common use of Optional Overadvances Clause in Contracts

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, 2,500,000 (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0003,000,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000ten percent (10%) of the Borrowing Base, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.2(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c2.5(b) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing LoanLoans), the outstanding Subsidiary Borrower then extant amount of the Revolver Usage does not exceed the Borrowing Base by more than $1,000,000five percent (5%) of the then available Borrowing Base, (ii) after giving effect to such Advances (including a Swing Loan), Loans) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver AmountCommitments, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 45 consecutive days; provided. Agent or Swing Lender, howeveras applicable, that may, but is not obligated to, make such Overadvance, from time to time in Agent’s or Swing Lender’s sole discretion, (1) after the authorization described in this Section 2.3(ioccurrence and during the continuance of a Default or an Event of Default, or (2) may be revoked by the Required Lenders at any time by written notice that any of the other applicable conditions precedent set forth in Section 3 have not been satisfied, to make Advances to Borrowers on behalf of Lenders 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 the Bank Product Obligations), or (C) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.2(g) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Prime Rate Loans under Section 2.6(c2.5(d). In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any additional) hereof without regard intentional Overadvances (except for and excluding amounts charged to the presence Loan Account for interest, fees, or absence Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and Lenders shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers and intended to reduce, within a Default reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event Agent or Event any Lender disagrees over the terms of Defaultreduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.2(f) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.2(g), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan)Advances, the sum of the outstanding Subsidiary Borrower Revolver Usage and the outstanding principal amount of the Term Loan does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 5.0% of the Borrowing Base and (y) $1,000,00010,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 5.0% of the Borrowing Base then in effect and (iiiy) $10,000,000, and (iv) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), together with the aggregate principal amount of Agent Advances in accordance with Section 2.3(e) hereof outstanding at any time, the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0003,500,000, (iiB) after giving effect to such Advances (including a any Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iiiC) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 ninety (90) days; provided, however, that the authorization described in . The foregoing provisions of this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, , so long as (i) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $5,000,000, and (iv) at the time of the making of any such Advance (including any Swing Loan)Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under SECTION 3.3(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as (i) after giving effect to such Advances (including a Swing Loan)as, at any time the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, Amount and (iii) at the time aggregate amount of the making of any such Advance (including any Swing Loan), Agent Advances does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agentevent exceed $100,000. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section rates set forth in SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this SECTION 2.3(i) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof.

Optional Overadvances. Any contrary provision of this Agreement ---------------------- notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0005,000,000.00, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.3(i) shall be subject to the same terms and conditions as any -------------- other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section SECTION 2.6(c) -------------- hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0004,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i), when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e), does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $4,000,000 and (D) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i1) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii2) after giving effect to such Advances (including a any Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii3) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 10 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option applicable and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default, provided that upon such Default or Event of Default, the rate of interest applicable to any Advance hereunder shall be increased to the interest rate applicable pursuant to Section 2.6(c).

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,000,0001,850,000, and (y) 10% of the Borrowing Base then in effect, (iiB) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iiiC) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0002,300,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) after giving effect to any such Overadvance, the aggregate amount of outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.3(i) shall not exceed the result of (A) $2,300,000 minus (B) the aggregate amount of Agent Advances outstanding under Section 2.3(e), and (iiiiv) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under Section 3.5(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time, (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, 5,000,000 and (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this Section 2.3(i) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof.

Optional Overadvances. Any contrary provision of this --------------------- Agreement notwithstanding, if the condition for borrowing under Section 3.2(d) -------------- cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing LenderFoothill, as applicable, and Agent or Swing LenderFoothill, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Foothill Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time, (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage does not exceed the Borrowing Base by more than $1,000,000, five percent (5%) and (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Revolving Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderFoothill, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Foothill Loans, as applicable, that are made pursuant to this Section 2.3(i2.1(k) shall be subject to the same terms and conditions as any -------------- other Advance or Swing Foothill Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c) hereof without -------------- regard to the presence or absence of a Default or Event of Default; provided, -------- that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for -------------- and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(h) for the amount of such Lender's Pro Rata Share of any -------------- unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(k), and any Overadvances -------------- resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (2) $1,000,0002,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(g) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(c) does not exceed at any time an amount equal to the lesser of (1) 10% of the Borrowing Base 40 42 then in effect and (iii2) $2,000,000, and (D) at the time of the making of any such Advance (including any Swing Loan)Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 120 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, Agent and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.3(g) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement (including, without limitation, SECTION 2.3(i)(ii)) notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0005,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this SECTION 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to SECTION 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $5,000,000 and (D) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Revolving Loan Lenders and are not intended to benefit Subsidiary Borrower or the Term Loan Lenders in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize the Administrative Agent or the Swing Lender, as applicable, and the Administrative Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary the Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,000,0001,250,000, and (y) 10% of the Borrowing Base then in effect, (iiB) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.2(j) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.2(f) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $1,000,000, and (D) at the time of the making of any such Advance (including any Swing Loan), the Administrative Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of the Administrative Agent, the Swing Lender, and the Revolving Loan Lenders and are not intended to benefit Subsidiary the Borrower or the Term Loan Lenders in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.2(j) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage with respect to the Borrowers does not exceed the Borrowing Base by more than $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Loan Parties in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers and intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(f) for the amount of such Lxxxxx's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower from time to time including (a) after the occurrence of and during the continuance of a Default of Event or Default or (b) at any time that any of the other applicable conditions precedent set forth in Section 3 have not been satisfied, notwithstanding that an Overadvance exists or thereby would be created, so long as if the Agent determines in its sole discretion, that such Advances are 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 Bank Product Obligations), or (C) to pay any amount chargeable to Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10, provided that (i) after giving effect to such Advances (including a Swing Loan), the sum of then extant amount of outstanding Subsidiary Borrower Revolver Advances, plus the then extant amount of the Letter of Credit Usage does not exceed the Borrowing Base by more than $1,000,0003,750,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that 60 days and (iv) such Advances shall not be outstanding more than two times during any twelve month period absent the authorization described in this Section 2.3(i) may be revoked by consent of the Required Lenders Lenders, provided that any such Overadvance must be outstanding for at any time by written notice to Agentleast 3 consecutive Business Days before it is counted against the foregoing limitation. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Defaulthereof.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Adjusted Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of 10% of the Borrowing Base then in effect and $1,000,0003,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (iii2) $3,000,000, and (iv) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, Lender and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, Loans that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement (including, without limitation, Section 2.3(i)(iii)) notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,000,0001,850,000, and (y) 10% of the Borrowing Base then in effect, (iiB) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $1,850,000, and (D) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, if the condition precedent set forth in Section 3.3(d) will not be satisfied in respect to a -------------- particular Borrowing, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time, (iy) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0001,500,000, and (iiz) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount less the Term Loan A Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower the Obligors in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the -------------- same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c) hereof without regard to the presence or -------------- absence of a Default or Event of Default; provided, however, -------- ------- that the Required Lenders may, at any time during the continuance of an Event of Default, revoke Agent's authorization contained in this Section 2.3(i) to make -------------- Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective from and after Agent's receipt thereof.

Optional Overadvances. (i) Any contrary provision of this Agreement (including SECTION 2.3(I)(II)) notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0004,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this SECTION 2.3(I), when taken together with the aggregate principal amount of Agent Advances made pursuant to SECTION 2.3(E), does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $4,000,000 and (D) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(iSECTION 2.3(I) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(cSECTION 2.6(C) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under SECTION 3.2(D) cannot be fulfilled, the Revolving/Term Lenders nonetheless hereby authorize Agent or Swing LenderFoothill, as applicable, and Agent or Swing LenderFoothill, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Foothill Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time, (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage does not exceed the Borrowing Base by more than $1,000,000, 5,000,000 and (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Revolving Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderFoothill, and the Revolving/Term Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Foothill Loans, as applicable, that are made pursuant to this Section 2.3(iSECTION 2.1(k) shall be subject to the same terms and conditions as any other Advance or Swing Foothill Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Reference Rate Loans under Section with respect to Advances after giving effect to the default rate as set forth in SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; PROVIDED, that the Required Revolving/Term Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this SECTION 2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Revolving/Term Lenders as soon as practicable (and prior to making any (or any further) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Revolving/Term Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Revolving/Term Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Revolving/Term Lenders. Each Revolving/Term Lender shall be obligated to settle with Agent as provided in SECTION 2.1(h) for the amount of such Revolving/Term Lender's Pro Rata Revolving/Term Share of any unintentional Overadvances by Agent reported to such Revolving/Term Lender, any intentional Overadvances made as permitted under this SECTION 2.1(k), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Optional Overadvances. (i) Any contrary provision of this Agreement (including Section 2.3(i)(ii)) notwithstanding, the Lenders hereby ------------------ authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (2) $1,000,0007,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) -------------- when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the -------------- lesser of (1) 10% of the Borrowing Base then in effect and (iii2) $7,000,000, and (D) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 120 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to -------------- the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or -------------- absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under Section 3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing LenderFoothill, as applicable, and Agent or Swing LenderFoothill, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Foothill Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage does not exceed the Borrowing Base by more than $1,000,000five percent (5.0%) of the Borrowing Base, and (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Revolving Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderFoothill, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Foothill Loans, as applicable, that are made pursuant to this Section 2.3(i2.1(k) shall be subject to the same terms and conditions as any other Advance or Swing Foothill Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c2.6(b) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any, or any further, intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.1(h) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.1(k), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, Lender may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0002,500,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $2,500,000, and (iv) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or the Swing Line Lender, as applicable, and Agent or the Swing Line Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances Loans (including Swing Line Loans) to Subsidiary Borrower Company notwithstanding that an Overadvance exists or thereby would be created, so long as (ia) after giving effect to such Advances Loans (including a Swing Line Loan), the sum of then extant amount of outstanding Subsidiary Borrower Revolver Loans, plus the then extant amount of the Letter of Credit Usage does not exceed the Current Asset Borrowing Base by more than $1,000,00010,000,000, (iib) after giving effect to such Advances Loans (including a Swing Line Loan), ) the outstanding Subsidiary Borrower Revolver Loans plus the Letter of Credit Usage (except for and excluding amounts charged to the Loan Operating Account for interest, fees, or Lender Group Expensesfees and costs and expenses of Lenders) does not exceed the Maximum Subsidiary Revolver Revolving Amount, and (iiic) at the time of the making of any such Advance Loan (including any Swing Line Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance Loan will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, the Swing Line Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Company in any way. The Advances Loans and Swing Line Loans, as applicable, that are made pursuant to this Section 2.3(isubsection 2.1G(iv) shall be subject to the same terms and conditions as any other Advance Loan or Swing Line Loan, as applicable, except that they shall not be eligible for the LIBOR Option Rate and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Prime Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Potential Event of Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, , so long as (i) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this SECTION 2.3(I) when taken together with the aggregate principal amount of Agent Advances made pursuant to SECTION 2.3(E) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $5,000,000, and (iv) at the time of the making of any such Advance (including any Swing Loan)Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(iSECTION 2.3(I) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the lesser of the Borrowing Base or the Tranche B Borrowing Base, by more than $1,000,000ten percent (10%) of the then available Borrowing Base or Tranche B Borrowing Base, as applicable, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 45 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(isubsection 2.2(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section subsection 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base less the outstanding principal balance of the Term Loan at such time by more than $1,000,0002,500,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver AmountAmount less the outstanding principal balance of the Term Loan at such time, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect the aggregate principal amount of Overadvances made pursuant to such this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage made pursuant to Section 2.3(e) does not exceed the Borrowing Base by more than at any time an amount equal to $1,000,0001,500,000, (ii) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan)Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall 2.3(i)shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement (including, without limitation, Section 2.3(i)(ii)) notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolver A Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver A Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0005,000,000, (iiB) after giving effect to such Revolver A Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver A Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver A Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $5,000,000 and (D) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, the Specified Appointee, Swing Lender, Lender and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Revolver A Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Revolver A Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, so long as no Default or Event of Default shall have occurred and be continuing, the Lenders hereby authorize Administrative Agent or Swing Lender, as applicableto, and the Administrative Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionallyshall, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (ia) after giving effect to such Advances (including a Swing Loan)Advances, the outstanding Subsidiary Borrower Revolver Revolving Usage does not exceed the Borrowing Base by more than $1,000,000, (iib) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver AmountRevolving Commitment, and (iiic) at the time of the making of any such Advance (including any Swing Loan)Advance, the Administrative Agent does not believe, in good faithits reasonable discretion, that the Overadvance created by such Advance will be outstanding for more than 30 60 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) 2.8 shall be subject to the same terms and conditions as any other Base Rate Advance or Swing Loan, as applicable, except that they interest with respect to such advances shall not be eligible for the LIBOR Option and the accrue at a per annum rate of interest equal to the Base Rate plus the applicable thereto Overadvance Margin and such interest, to the extent accrued and unpaid, shall be due and payable on the rate applicable date that the principal portion of any Overadvance shall be due and payable in accordance with Section 3.1(d)(ii). In the event the Administrative Agent obtains actual knowledge that the Revolving Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, the Administrative Agent shall notify Lenders as soon as practicable (and prior to Advances making any (or any additional) intentional Overadvances unless the Administrative Agent reasonably determines in its sole discretion that are Base Rate Loans under Section 2.6(c) hereof without regard prior notice would result in imminent harm to the presence Collateral or absence its value), and the Lenders shall, together with Administrative Agent, jointly determine the terms of arrangements that shall be implemented with Borrower and intended to reduce, within a Default reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event the Administrative Agent or Event any Lender disagrees over the terms of Defaultreduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Requisite Lenders. Each Lender shall be obligated to settle with the Administrative Agent for the amount of such Lender’s Pro Rata Share of any Advances made pursuant to this Section 2.8 in the manner required by this Agreement for any other form of Advance.”

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing LoanLoans), the outstanding Subsidiary Borrower Revolver Usage does not exceed the 35 Borrowing Base by more than an amount equal to the lesser of (A) 10% of the Borrowing Base then in effect and (B) $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan), Loans) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (2) $5,000,000, at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, howeverprovided that, that prior to the authorization described in this Section 2.3(iRevolver Facility Effective Date, clauses (i) may and (iii) shall not be revoked by the Required Lenders at any time by written notice to Agentapplicable. The foregoing provisions are for the exclusive benefit of Agent, Swing Lenderlender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Collateral Agent or Swing Lender, as applicable, and Collateral Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Adjusted Revolver Usage does not exceed the Borrowing Base by more than $1,000,000500,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Collateral Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Collateral Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under Section 3.3(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Tranche A Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdBorrowers, such failure of condition notwithstanding, so long as as, at the time any such Tranche A Advance is made, (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Tranche A Usage does not exceed the Borrowing Base by more than $1,000,00011,000,000, (ii) after giving effect to any such Advances (including a Swing Loan)Overadvance, the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) then extant amount of Tranche A Advances does not exceed the Maximum Subsidiary Revolver Amount$50,000,000, and (iii) at the time of the making of after giving effect to any such Advance (including any Overadvance, the aggregate amount of outstanding optional Overadvances made by Agent and Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in Lenders to Borrowers pursuant to this Section 2.3(i2.4(i) may be revoked by the Required Lenders at any time by written notice to Agentshall not exceed $11,000,000. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderLenders, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.4(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c2.7(c) hereof without regard to the presence or absence of a Default or Event of Default."

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, if the condition precedent set forth in SECTION 3.3(d) will not be satisfied in respect to a particular Borrowing, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time, (iy) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,00010%, and (iiz) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount less the Agency Fee Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower the Obligors in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section rates set forth in SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default; PROVIDED, HOWEVER, that the Required Lenders may, at any time during the continuance of an Event of Default, revoke Agent's authorization contained in this SECTION 2.3(i) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective from and after Agent's receipt thereof.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, if the condition for borrowing under Section 3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing LenderFoothill, as applicable, and Agent or Swing LenderFoothill, as applicable, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Foothill Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as as, at any time (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage does not exceed the Borrowing Base by more than $1,000,000five percent (5%) of the Borrowing Base, and (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Revolving Facility Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Revolving Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderFoothill, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Foothill Loans, as applicable, that are made pursuant to this Section 2.3(i2.1(k) shall be subject to the same terms and conditions as any other Advance or Swing Foothill Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c2.6(b) hereof without regard to the presence or absence of a Default or Event of Default; provided, that the Required Lenders may, at any time during the continuance of an Event of Default or if Borrower fails to satisfy any other material lending condition, revoke Agent's authorization contained in this Section 2.1(k) to make Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective upon Agent's receipt thereof. In the event Agent obtains actual knowledge that Revolving Facility Usage exceeds the amount permitted by the preceding paragraph, regardless of the amount of or reason for such excess, Agent shall notify Lenders as soon as practicable (and prior to making any, or any further, intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses)) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event any Lender disagrees over the terms of reduction and/or repayment of any Overadvance, the terms of reduction and/or repayment thereof shall be implemented according to the determination of the Required Lenders.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the sum of then extant amount of outstanding Subsidiary Borrower Revolver Advances, plus the then extant amount of the Letter of Credit Usage does not exceed the Borrowing Base by more than $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) (a) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and Option, (b) the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.Default and (c) subject to the following terms and conditions:

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolver A Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Revolver A Advances (including a Swing Loan), the Revolver A Usage does not exceed the Revolver A Borrowing Base less the aggregate amount of the Inventory Reserves by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $2,500,000, (B) after giving effect to such Revolver A Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver A Usage (except for and excluding amounts charged to the Loan Account (including any sub-account thereof) for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver A Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Revolver A Borrowing Base then in effect and (iiiy) $2,500,000, (D) at the time of the making of any such Revolver A Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Revolver A Advance will be outstanding for more than 30 days; provided90 days and (E) after giving effect to such Revolver A Advances (including a Swing Loan), however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agentno Indenture Deficit would exist. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Revolver A Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Revolver A Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Revolver A Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base less the aggregate amount of the Inventory Reserves by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0002,750,000, (iiB) after giving effect to such Advances (including a Swing Loan), the sum of (x) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) plus (y) the aggregate principal amount of the Term Loan A then outstanding plus (z) the aggregate principal amount of the Term Loan B then outstanding does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $2,750,000, (D) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided90 days and (E) after giving effect to such Advances (including a Swing Loan), however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agentno Indenture Deficit would exist. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers and intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(f) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the Revolver Usage does not exceed the Borrowing Base less the aggregate amount of the Inventory Reserves by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $5,000,000, (B) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) plus the aggregate principal amount of the Term Loan A then outstanding plus the aggregate principal amount of the Term Loan B then outstanding does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $ 5,000,000, and (D) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage with respect to the Borrowers does not exceed the Borrowing Base less the aggregate amount of the Interest Reserve and the Inventory Reserve by more than $1,000,0005,000,000, (ii) after giving effect to such Advances (including a Swing Loan), ) the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at the time of the making of any such Advance (including any a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (iA) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0002,000,000, (iiB) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $2,000,000, and (D) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions shall not be applicable prior to the Revolver Facility Effective Date and are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, applicable and Agent or Swing Lender, as applicable, Lender may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,0002,500,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to SECTION 2.3(I) when taken together with the aggregate principal amount of Agent Advances made pursuant to SECTION 2.3(E) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $2,500,000, and (iv) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(iSECTION 2.3(I) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, Loan except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section SECTION 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing LoanLoans), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,000,0001,500,000, (ii) after giving effect to such Advances (including a Swing LoanLoans), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (iiiy) $1,500,000, and (iv) at the time of the making of any such Advance (including any Swing Loan)Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

Optional Overadvances. (i) Any contrary provision of this Agreement notwithstanding, if the condition precedent set forth in Section 3.3 will not be ----------- satisfied in respect to a particular Borrowing, the Lenders nonetheless hereby authorize Agent or Swing Lender, as applicableAgent, and Agent or Swing Lender, as applicableAgent, may, but is not obligated to, knowingly and intentionally, intentionally continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be createdsuch failure of condition notwithstanding, so long as (i) after giving effect to such Advances (including a Swing Loan)as, at any time, the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than $1,000,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, and (iii) at Amount less the time Letter of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to AgentCredit Usage. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, Agent and the Lenders and are not intended to benefit Subsidiary the Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i2.2(i) -------------- shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under rates set forth in Section 2.6(c2.5(c) hereof without regard to the presence or -------------- absence of a Default or Event of Default; provided, however, that the -------- ------- Required Lenders may, at any time during the continuance of an Event of Default, revoke Agent's authorization contained in this Section ------- 2.2(i) to make Overadvances (except for and excluding amounts charged ------ to the Loan Account for interest, fees, or Lender Group Expenses), any such revocation to be in writing and to become effective from and after Agent's receipt thereof.

Optional Overadvances. Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Subsidiary Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (2) $1,000,0004,100,000, (ii) after giving effect to such Advances (including a Swing Loan), the outstanding Subsidiary Borrower Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Subsidiary Revolver Amount, (iii) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does not exceed at any time an amount equal to the lesser of (1) 10% of the Borrowing Base then in effect and (iii2) $4,100,000, and (iv) at the time of the making of any such Advance (including any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 30 90 days; provided, however, that the authorization described in this Section 2.3(i) may be revoked by the Required Lenders at any time by written notice to Agent. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Subsidiary Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that they shall not be eligible for the LIBOR Option and the rate of interest applicable thereto shall be the rate applicable to Advances that are Base Rate Loans under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.