Common use of Optional Overadvances Clause in Contracts

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 continue to make Tranche A Advances (including Swing Loans) to Borrowers, such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made , (i) the outstanding Tranche A Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, (ii) after giving effect to any such Overadvance, the then extant amount of Tranche A Advances does not exceed $50,000,000, and (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 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e). The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(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 continue to make Tranche A Advances (including Swing Loans) to Borrowers, Borrowers such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made time, (i) the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000, or 10,000,000 and (B) 10% of the Borrowing Base then in effect, and (ii) after giving effect the outstanding Revolver Usage (except for and excluding amounts charged to any such Overadvancethe Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000, and (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 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)Facility Amount. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c2.6(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 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 Borrowers, such failure of condition notwithstandingBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long asas (A) after giving effect to such Advances, at the time any such Tranche A Advance is made , (i) the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of (A) an amount equal to $10,000,0002,000,000, or (B) 10% of the Borrowing Base then in effect, (ii) after giving effect to any such OveradvanceAdvances the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000the Maximum Revolver Amount, and (iiiC) after giving effect to at the time of the making of any such OveradvanceAdvance, Agent does not believe, in good faith, that the aggregate amount of Overadvance created by such Advance will be outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)for more than 120 days. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, Agent and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i2.3(g) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances under Section 2.7(c2.6(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 continue to make Tranche A Advances (including Swing Loans) to Borrowers, Borrowers such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made time, (i) the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000, or 10,000,000 and (B) 10% of the Borrowing Base then in effect, (ii) after giving effect the outstanding Revolver Usage (except for and excluding amounts charged to any such Overadvancethe Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000the Facility Amount, and (iii) after giving effect to at the time of the making of any such OveradvanceAdvance (including any Swing Loan), Agent does not believe, in good faith, that the aggregate amount of Overadvance created by such Advance will be outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c2.6(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 for borrowing under Section 3.3(d3.2(d) cannot be fulfilled, the Lenders nonetheless hereby authorize Administrative Agent or Swing Lender, as applicable, and Administrative Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally continue to make Tranche A Advances (including Swing Loans) to Borrowers, Borrower such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made time, (iA) the outstanding Tranche A Revolving Facility Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,0001,000,000, or (B) 10% of the Borrowing Base then in effectoutstanding 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 Revolving Amount, and (iiC) after giving effect to any such Overadvance, the then extant aggregate principal amount of Tranche A Overadvances made pursuant to this Section 2.1(k) when taken together with the aggregate principal amount of Administrative Agent Advances made pursuant to Section 2.1(g) does not exceed $50,000,000, and (iii) after giving effect to 2,000,000 at any such Overadvance, the aggregate amount of outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)time. The foregoing provisions are for the sole and exclusive benefit of Administrative Agent, Swing Lender, Lender and the Lenders and are not intended to benefit Borrowers Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i2.1(k) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(c2.6(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 continue to make Tranche A Advances (including Swing Loans) to BorrowersBorrower, such failure of condition notwithstandingnotwithstanding that an Overadvance exists or thereby would be created, so long as, at the time any such Tranche A Advance is made time, (i) the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of (Aa) $10,000,0005,000,000, or and (Bb) 10% of the Borrowing Base then in effect, and (ii) after giving effect the outstanding Revolver Usage (except for and excluding amounts charged to any such Overadvancethe Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000, and (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 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)Maximum Amount. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section SECTION 2.4(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section rate applicable to Advances under SECTION 2.7(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 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 continue to make Tranche A Advances (including Swing Loans) to Borrowers, Borrowers such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made time, (i) the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000, or 10,000,000 and (B) 10% of the Borrowing Base then in effect, and (ii) after giving effect the outstanding Revolver Usage (except for and excluding amounts charged to any such Overadvancethe Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000, and (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 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)Facility Amount. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(iSECTION 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(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 3.3(d) cannot be fulfilled, 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 Tranche A Advances (including Swing Loans) to Borrowers, such failure of condition notwithstandingBorrower notwithstanding that an Overadvance exists or thereby would be created, so long as, at the time any such Tranche A Advance is made , as (i) after giving effect to such Advances, the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than the lesser of ten percent (A10%) $10,000,000, or (B) 10% of the Borrowing Base then in effectBase, (ii) after giving effect to any such OveradvanceAdvances, the then extant amount of Tranche A Advances outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed $50,000,000the Maximum Revolver Amount, and (iii) after giving effect to at the time of the making of any such OveradvanceAdvance, Agent does not believe, in good faith, that the aggregate amount of Overadvance created by such Advance will be outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)for more than 90 days. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, Agent and the Lenders and are not intended to benefit Borrowers Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i2.2(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicableAdvance, except that the rate of interest applicable thereto shall be the rates set forth in rate applicable to Advances under Section 2.7(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, 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 continue to make Tranche A Advances (including Swing Loans) to Borrowers, such failure of condition notwithstanding, so long as, at the time any such Tranche A Advance is made made, (i) the outstanding Tranche A Usage does not exceed the Borrowing Base by more than the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, (ii) after giving effect to any such Overadvance, the then extant amount of Tranche A Advances does not exceed $50,000,000, and (iii) after giving effect to any such Overadvance, the aggregate amount of outstanding optional Overadvances made by Agent or and Swing Lender Lenders to Borrowers pursuant to this Section 2.4(i) shall not exceed the result of (1) the lesser of (A) $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e). The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderLenders, and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rates set forth in Section 2.7(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 applicableAgent, may, but is not obligated to, knowingly and intentionally intentionally, continue to make Tranche A Advances to Borrowers notwithstanding that an Overadvance exists or thereby would be created (including Swing Loans) to Borrowers, such failure of condition notwithstanding"Optional Overadvances"), so long as, at the time any such Tranche A Advance is made , as (i) after giving effect to such Advances, the outstanding Tranche A Revolver Usage does not exceed the Borrowing Base by more than an amount equal to $5,000,000 (based on the lesser of (A) $10,000,000, or (B) 10% of the most recently delivered Borrowing Base then in effectCertificate), (ii) after giving effect to any such OveradvanceAdvances the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, the then extant amount of Tranche A Advances fees, or Lender Group Expenses) does not exceed $50,000,000the Maximum Revolver Amount, and (iii) after giving effect to any such Overadvance, the aggregate principal amount of outstanding optional Overadvances Optional Overadvances, together with the aggregate principal amount of all Agent Advances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.4(i2.3(c) shall and outstanding at such time, does not exceed the result of (1) the lesser of (A) at any time an amount equal to $10,000,000, or (B) 10% of the Borrowing Base then in effect, minus (2) the amount of Agent Advances outstanding under Section 2.4(e)5,000,000. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing Lender, Agent and the Lenders and are not intended to benefit Borrowers in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.4(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 rates set forth in rate applicable to Advances that are Base Rate Loans under Section 2.7(c2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.