Common use of Agent Advances Clause in Contracts

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Xxxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of a Default or an Event of Default, or (Bii) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed the lesser of $15,000,000 and 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to (including such Agent Advances) shall not exceed the Maximum Revolver Amount) ), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (iA) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the lesser of the Borrowing Base and the Maximum Revolver Amount (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries the Borrowers to meet their payroll and associated Tax tax obligations), and/or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (x) Agent Advances may be repaid by the Borrowers and, in the Agent’s sole discretion, additional Agent Advances may be made, so long as the aggregate amount of outstanding Agent Advances at any time does not exceed the limits set forth above, and (y) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings Manufacturing, the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders Lenders, in an aggregate principal amount outstanding at any time not to exceed the lesser of $15,000,000 and 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to (including such Agent Advances) plus the Aggregate Permanent Working Capital Loan Outstandings shall not exceed the Maximum Revolver Amount) Total Facility), which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling Holdings and its Subsidiaries the Borrower to meet their payroll and associated Tax tax obligations), and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Revolving Lenders in an aggregate principal amount outstanding at any time not to exceed exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower but not in excess in the aggregate for all the Borrowers of the lesser of (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed x) the Maximum Revolver AmountAmount and (y) $3,000,000 in excess of the aggregate Borrowing Bases of all the Borrowers at such time, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower U.S. Borrowers and the Revolving Credit U.S. Lenders, from time to time in the Agent’s sole discretion, upon discretion after notice to the Revolving Credit Lendersand consultation with ATI, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrower U.S. Borrowers on behalf of the U.S. Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans Revolving Loans, Letter of Credit Outstandings and other Obligations (other than Bank Product Obligations) (including through Base Rate Loans to provide cash collateral for outstanding Letters of Credit to the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsextent not otherwise Fully Supported by the U.S. Borrowers in accordance with Section 1.3(b) or (g)), and/or or (3) to pay any other amount chargeable to the any U.S. Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (A) the aggregate amount of Agent Advances shall not exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowbelow and provided same are not to be utilized to repay Bank Products, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or while an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfiedDefault has occurred and is continuing, to make Base Prime Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% U.S.$5,000,000 (or the Equivalent Amount thereof in CDN Dollars), less the aggregate amount outstanding at such time of the Borrowing Base (provided that the making Overdraft Accommodations, but not in excess of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) , which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to maintain, preserve or protect the Collateral, or any portion thereof, or the Lenders’ rights under any of the Loan Documents, or (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount then due and owing from and/or chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that (A) if there are three Lenders, any two of them may at any time revoke the authorization of the Agent to make Agent Advances and (B) if there are four or more Lenders, the Required Lenders may at any time revoke the Agent’s authorization of the Agent to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Revolving Credit Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of Defaultexists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% (together with the amount of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings Swing Loans made pursuant to exceed the Maximum Revolver AmountSection 2.1(c) then outstanding) $2,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance. In no event shall the Aggregate Revolving Credit Obligations, after giving effect to any Agent Advance, exceed the Revolving Loan Commitment.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(I), the Agent is hereby authorized by the each Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default an Event or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX SECTION 11 have not been satisfied, to make Base Rate Revolving Loans to the each Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the each such Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 17.10 (any of such the advances are herein described in this SECTION 2.2(I) being hereinafter referred to as “"Agent Advances”"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(I) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof, and PROVIDED, FURTHER, that at no time shall the Agent make an Agent Advance in an amount that would result in Availability at such time being exceeded.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i)(i) and the limitation set forth in the penultimate paragraph of Section 11.1, the Agent is hereby authorized by the Borrower Bxxxxxxxx and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after upon the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section Six have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 13.1 (any of such the advances are herein described in this Section 2.2(i)(i) being hereinafter referred to as “Agent Advances”); provided, however, that the Required Lenders may at any time revoke the Agent’s authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof; provided further, however, that (a) if the Pro Rata Share of the Required Lenders revoking such authorization does not exceed fifty-one percent (51%), such revocation shall become effective 120 days after Agent’s receipt thereof, or (b) if the Default or Event of Default would require consent of all Lenders to waive or amend, such authorization may be revoked by any Lender effective 120 days after Agent’s receipt thereof; and provided further, however, that no such Agent Advance shall cause the Credit Facility Exposure (including such Agent Advance) to exceed the Total Credit Facility.

Agent Advances. (i) Subject to Section 1.2(g) and the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (Aa) after the occurrence of a Default or an Event of Default, or (Bb) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, provided that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. Absent such revocation, the Agent's determination that the making of an Agent Advance is required for any such purposes shall be conclusive. The Agent Advances shall be secured by the Agent's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i1) Subject to the limitations set forth belowin the provisos contained in this SECTION 2.2(H), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX ARTICLE 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 SECTION 15.7 (any of such the advances are herein described in this SECTION 2.2(I) being hereinafter referred to as “"Agent Advances”"); providedPROVIDED, that the Agent shall not make any Agent Advance to the Borrowers if the amount thereof would exceed the Availability of the applicable Borrower on the Funding Date applicable thereto; and PROVIDED, FURTHER, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this SECTION 2.2(H) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrower, each other Loan Party and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, (A) after the occurrence making of each Agent Advance shall be deemed to be a Default or request by Borrower and the Lenders to make such Agent Advance), during the existence of an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion exercised in good faith judgmentfaith, deems necessary or desirable (1a) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2b) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3c) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke $2,500,000.00, (y) the Agent’s authorization aggregate Revolving Outstandings do not exceed the Revolving Commitments and the aggregate Swing Line Outstandings do not exceed the Swing Line Commitment Amount, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must For all purposes in this Agreement, Agent Advances shall be in writing treated as Revolving Loans and shall become effective prospectively upon the constitute a Base Rate Loan. Agent Advances shall be repaid on demand by Administrative Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX ARTICLE 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 105% of the Borrowing Base (provided that the making of any such Loan does but not cause the Aggregate Revolver Outstandings to exceed in the aggregate, with all of the Revolving Loans outstanding, the Maximum Revolver Amount) for a period not to exceed thirty (30) continuous days, which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 13.7 (any of such advances are herein referred to as “"Agent Advances”"); providedPROVIDED, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. The Agent Advances shall be secured by the Agent's Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon discretion after notice to the Revolving Credit Lendersand consultation with ATI, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans to provide cash collateral for outstanding Letters of Credit to the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligationsextent not otherwise funded by the Borrowers in accordance with Section 1.4(b) or (g)), and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that (A) at no time shall the aggregate amount of Agent Advances exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Aggregate Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $40,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrowers written notice of any Agent Advance.

Agent Advances. (ia) Subject to the limitations set forth belowin the provisos contained in this Section 2.18, the Administrative Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX V have not been satisfied, to make Base Rate Revolving Facility Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Facility Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)ABL Credit Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 10.04 (any of such the advances are herein described in this Section 2.18 being hereinafter referred to as “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure after giving effect to any Agent Advance shall not exceed the Revolving Facility Commitment and (y) Agent Advances outstanding and unpaid at no time will exceed $20,000,000 in the aggregate, and provided, further, that the Required Lenders may at any time revoke the Administrative Agent’s authorization contained in this Section 2.18 to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Administrative Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowin the provisos contained in this Section 2.2(i), the Agent is hereby authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A1) after the occurrence of a Default or an Event of Default, or (B2) at any time that any of the other applicable conditions precedent set forth in Article IX 10 have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including including, without limitation, costs, fees and expenses as described in Section 14.7 15.7 (any of such the advances are herein described in this Section 2.2(i) being hereinafter referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Agent’s 's authorization contained in this Section 2.2(i) to make Agent Advances. Any , any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s 's receipt thereof; and provided further, that the Agent shall not make Agent Advances above which would cause the Revolving Loans and Letters of Credit otherwise permitted to be outstanding under this Agreement to exceed the lesser of the Maximum Revolver Amount and the Availability (calculated without giving effect to clauses (b)(i) and (b)(iii) of the definition thereof) then in effect.

Agent Advances. (i) Subject to the limitations set forth belowin this Section 2.2(a)(ii), the Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX Section 7.2 have not been satisfiedsatisfied (including without limitation the condition precedent that the Revolving Loan Outstandings not exceed the Borrowing Base plus any other then outstanding Agent Advances), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the business conducted by Borrowers, the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including required principal payments on Term Loan, interest costs, fees and expenses as described in Section 14.7 9.1 and/or Section 9.4 or (4) to satisfy payment obligations under Support Agreements (any of such the advances are herein described in this Section 2.2(a)(ii) being hereafter referred to as “Agent Advances”); provided, that the (i) Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any , except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation must to be in writing and shall to become effective prospectively upon the Agent’s receipt thereof, (ii) Agent Advances shall be made solely as Prime Rate Loans, (iii) the aggregate amount of Agent Advances outstanding at any time, exclusive of those made pursuant to the preceding clauses (3) and (4), shall not exceed $800,000 and (iv) Agent shall be prohibited from making Agent Advances to the extent the making thereof would cause the Revolving Loan Outstandings (inclusive of Agent Advances) to exceed the Revolving Loan Commitment.

Agent Advances. (i) Subject to the limitations set forth belowin this subsection, the Administrative Agent is hereby authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice discretion (and subject to the Revolving Credit Lendersterms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such Agent Advance), (Ai) after the occurrence of a an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (Bii) at any time that any of the other applicable conditions precedent set forth in Article IX Section 17.2 hereof have not been satisfiedsatisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans and Letter of Credit Obligations do not exceed the Revolving Loan Availability), to make Base Rate Revolving Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Administrative Agent, in its sole discretion, determined in good faith judgment, deems xxxxx xxxxx necessary or desirable (1A) to preserve or protect the business conducted by any Loan Party, the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 Agreement or the other Loan Documents (any of such the advances are herein described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the Required Lenders may outstanding amount of Agent Advances does not exceed at any time revoke Two Million Dollars ($2,000,000), (y) the Agent’s authorization aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations does not exceed the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to make cease making such Agent Advances. Any such revocation must For all purposes in this Agreement, Agent Advances shall be in writing treated as Revolving Loans and shall become effective prospectively upon the constitute Base Rate Loans. Agent Advances shall be repaid on demand by Administrative Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $40,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrowers written notice of any Agent Advance.

Agent Advances. (ia) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Ai) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (Bii) at any time that any of the other conditions precedent set forth in Article IX Section 3.2 (to the extent applicable) have not been satisfied, or (iii) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Loans to the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) $5,000,000, which the Administrative Agent, in its good faith judgmentPermitted Discretion, deems necessary or desirable (1A) to preserve or protect the Collateral, or any portion thereof, (2B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3C) to pay any other amount chargeable to the Borrower Loan Parties pursuant to the terms of this AgreementAgreement or any other Loan Document, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. In no event shall the Aggregate Revolving Credit Exposure, after giving effect to any Agent Advance, exceed the Aggregate Revolving Commitment Amount.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $20,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrower written notice of any Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower (provided that or in the making case of any such Loan does Foamex, of the aggregate Borrowing Bases of Foamex and Foamex Canada) but not cause in the Aggregate Revolver Outstandings to exceed aggregate for all the Borrowers in excess of the Maximum Revolver Amount) , which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower (provided that or in the making case of any such Loan does Foamex, of the aggregate Borrowing Bases of Foamex and Foamex Canada) but not cause in the Aggregate Revolver Outstandings to exceed aggregate for all the Borrowers in excess of the Maximum Revolver Amount) , which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

Agent Advances. (iA) Subject to the limitations set forth below and after providing notice to the Borrower (provided that Agent's failure to provide such notice shall not prevent Agent from making Base Rate Revolving Loans to the Borrower as set forth below), the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Revolving Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause and which, when added to the Aggregate Revolver Outstandings to Outstandings, shall not exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 SECTION 9.4 (any of such advances are herein referred to as “Agent Advances”"AGENT ADVANCES"); providedPROVIDED, that the Required Majority Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof. The Agent shall promptly notify each Lender in writing of each Agent Advance.

Agent Advances. (i) Subject to Section 1.2(g) and the limitations set forth below, the Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (Aa) after the occurrence of a Default or an Event of Default, or (Bb) at any time that any of the other conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers or any Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed ten percent (10% %) of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including costs, fees fees, and expenses as described in Section 14.7 13.7 (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. Absent such revocation, the Agent’s determination that the making of an Agent Advance is required for any such purposes shall be conclusive. The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the Borrowing Base (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings Manufacturing, the Borrower and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Agent Advances”); provided, that the Required Lenders Xxxxxxx may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Agent Advances. (i) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Credit Lenders, from time to time in the Administrative Agent’s 's sole discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Article IX 8 have not been satisfied, to make Base Rate Revolving Loans to one or more of the Borrower Borrowers on behalf of the Revolving Lenders in an aggregate principal amount outstanding at any time not to exceed exceed, with respect to any Borrower, 10% of the Borrowing Base of such Borrower (provided that or in the making case of any such Loan does Foamex, of the aggregate Borrowing Bases of Foamex and Foamex Canada) but not cause in the Aggregate Revolver Outstandings to exceed aggregate for all the Borrowers in excess of the Maximum Revolver Amount) , which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations)Obligations, and/or or (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “"Agent Advances”"); provided, that the Required Lenders may at any time revoke the Administrative Agent’s 's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof.

Agent Advances. (i) Subject to the limitations set forth belowbelow and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of at any time that a Default or an Event of DefaultDefault exists, or (B) at any time that any of the other conditions precedent set forth in Article IX 4 have not been satisfied, to make Base Rate Loans Advances to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (1) an amount equal to ten percent (10% %) of the Borrowing Base Base, and (provided that the making of any such Loan does not cause the Aggregate Revolver Outstandings to exceed the Maximum Revolver Amount2) $10,000,000, which the Administrative Agent, in its good faith reasonable business judgment, deems necessary or desirable (1x) to preserve or protect the Collateral, or any portion thereof, (2y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations Obligations, or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3z) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, provided that the Required Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent AdvancesAdvances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances from the Credit Parties. Absent such revocation, the Administrative Agent’s determination that funding of an Agent Advance is appropriate shall be conclusive. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Borrower written notice of any Agent Advance.

Agent Advances. (i) Subject to the limitations set forth below, the Agent is shall be authorized by the Borrower and the Revolving Credit Lenders, from time to time in the Agent’s 's sole and absolute discretion, upon notice to the Revolving Credit Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that a Default or Event of Default exists or any of the other conditions precedent set forth in Article IX Section 10 hereof have not been satisfied, to make Base Rate Loans to the Borrower on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed 10% of the lesser of: (a) $1,000,000, or (b) when added to the Revolver Loans then outstanding, the Borrowing Base (provided or the aggregate of the Revolver Commitments, and only to the extent that Agent deems the making funding of any such Loan does not cause the Aggregate Revolver Outstandings Base Rate Loans to exceed the Maximum Revolver Amount) which the Agent, in its good faith judgment, deems be necessary or desirable (1i) to preserve or protect the Collateral, Collateral or any portion thereof, (2ii) to enhance the likelihood of, of or maximize the amount of, of repayment of the Loans and other Obligations or (including through Base Rate Loans for the purpose of enabling Holdings and its Subsidiaries to meet their payroll and associated Tax obligations), and/or (3iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including costs, fees and expenses expenses, all of which Base Rate Loans advanced by Agent shall be deemed part of the Obligations and secured by the Collateral, shall be treated as described Settlement Loans (irrespective of whether the aggregate amount of such Loans exceeds the limitation set forth for Settlement Loans in Section 14.7 (any of such advances are 3.1.3 hereof) and shall be settled and paid by Borrower and Lenders as provided herein referred to as “Agent Advances”)for Settlement Loans; provided, however, that the Required Lenders may at any time revoke the Agent’s 's authorization to make Agent Advances. Any any such revocation must be in writing and Base Rate Loans by written notice to Agent, which shall become effective prospectively upon the and after Agent’s 's receipt thereof. Notwithstanding anything to the contrary contained in this Section 1.1.6, nothing contained in this Section 1.1.6 shall be construed to limit Agent's right to incur expenses and pay such expenses after an Event of Default in connection with any of the matters described in the foregoing clauses (i), (ii) and (iii).