Common use of Optional Overadvances Clause in Contracts

Optional Overadvances. 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 Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances (including a Swing Loan), the Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,850,000, and (y) 10% of the Borrowing Base then in effect, (B) after giving effect to such Advances (including a Swing Loan) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum 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 (y) $1,850,000, and (D) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the 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 2.3(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 (including, without limitation, Section 2.3(i)(iiiincluding 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 Borrowers Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances (including a Swing Loan), the outstanding Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) $1,850,000, and (y) 10% of the Borrowing Base then in effecteffect and (y) $4,000,000, (B) after giving effect to such Advances (including a Swing Loan) ), the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i) SECTION 2.3(I), when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) 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 (y) $1,850,000, 4,000,000 and (D) at the time of the making of any such Advance (including a any Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days. The foregoing provisions are for the 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 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 (including, without limitation, including Section 2.3(i)(iii2.3(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 Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances (including a Swing Loan), the Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) $1,850,000, and (y1) 10% of the Borrowing Base then in effecteffect and (2) $7,000,000, (B) after giving effect to such Advances (including a Swing Loan) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum 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 (x1) 10% of the Borrowing Base then in effect and (y2) $1,850,0007,000,000, and (D) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 120 days. The foregoing provisions are for the 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 2.3(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 (includingnotwithstanding, without limitation, if the condition for borrowing under Section 2.3(i)(iii)3.3(d) notwithstandingcannot 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 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, (Ai) after giving effect to such Advances (including a Swing Loan), the Revolver outstanding Tranche A Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,850,000, and (y) 10% of the Borrowing Base then in effect10,000,000, (Bii) after giving effect to any such Overadvance, the then extant amount of Tranche A Advances (including a Swing Loan) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount$50,000,000, and (Ciii) after giving effect to any such Overadvance, the aggregate principal amount of outstanding optional Overadvances made by Agent and Swing Lenders to Borrowers pursuant to this Section 2.3(i2.4(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does shall not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,850,000, and (D) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than 90 days10,000,000. The foregoing provisions are for the sole and exclusive benefit of Agent, Swing LenderLenders, and the Lenders and are not intended to benefit 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. Any contrary provision of this Agreement (includingnotwithstanding, without limitation, if the condition for borrowing under Section 2.3(i)(iii)3.3(d) notwithstandingcannot 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 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 , (Ai) after giving effect to such Advances (including a Swing Loan), the Revolver outstanding Tranche A Usage does not exceed the Borrowing Base by more than the lesser of (xA) $1,850,00010,000,000, and or (yB) 10% of the Borrowing Base then in effect, (Bii) after giving effect to any such Overadvance, the then extant amount of Tranche A Advances (including a Swing Loan) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount$50,000,000, and (Ciii) after giving effect to any such Overadvance, the aggregate principal amount of outstanding optional Overadvances made by Agent or Swing Lender to Borrowers pursuant to this Section 2.3(i2.4(i) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e) does shall not exceed at any time an amount equal to the result of (1) the lesser of (xA) $10,000,000, or (B) 10% of the Borrowing Base then in effect and effect, minus (y2) $1,850,000, and (D) at the time amount of the making of any such Advance (including a Swing LoanAgent Advances outstanding under Section 2.4(e), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding 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 2.3(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 (including, without limitation, Section 2.3(i)(iii)) 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 Borrowers the Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances (including a Swing Loan), the outstanding Revolver Usage does not exceed the Borrowing Base by more than the lesser of (x) $1,850,0001,250,000, and (y) 10% of the Borrowing Base then in effect, (B) after giving effect to such Advances (including a Swing Loan) ), the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount, (C) the aggregate principal amount of Overadvances made pursuant to this Section 2.3(i2.2(j) when taken together with the aggregate principal amount of Agent Advances made pursuant to Section 2.3(e2.2(f) does not exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $1,850,0001,000,000, and (D) at the time of the making of any such Advance (including a 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 90 days. 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 Borrowers 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. (ii) In the event the Administrative 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, the Administrative Agent shall notify the Revolving Loan Lenders and the Term Loan 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 of the Administrative Agent and the Revolving Loan Lenders) unless the Administrative Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Revolving Loan Lenders thereupon shall, together with the Administrative Agent, jointly determine the terms of arrangements that shall be implemented with the Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to the Borrower to an amount permitted by the preceding paragraph. In the event the Administrative Agent or any Revolving Loan 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 Revolving Lenders. (iii) Each Revolving Loan Lender shall be obligated to settle with the Administrative Agent as provided in Section 2.2(g) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by the Administrative Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.2(j), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.