Common use of Agent Advances Clause in Contracts

Agent Advances. The Agent may from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%, which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The (i) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this subsection (f), the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and at any time that a Default exists, or (B) 5.0%at any time that any of the other conditions precedent set forth in Article 4 have not been satisfied, to make advances to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (i) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. The expenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided that (i) the aggregate amount of Agent Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Agent Advances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be repayable on demand, made even if the conditions precedent set forth in Section 4.2 have not been satisfied. All Agent Advances shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. All Agent Advances shall be Base Rate Advances. The Administrative Agent’s authorization to make Agent Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall notify each Lender and promptly provide to the Administrative Borrower in writing written notice of each such any Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Subject to the limitations set forth in this subsection, Administrative Agent may is hereby authorized by Borrower and Lenders, from time to time time, upon Administrative Agent’s receipt of the written consent of the Required Lenders (and subject to the terms of this paragraph, the making of each Agent Advance shall be deemed to be a request by Borrower and the Lenders to make such disbursements and advances Agent Advance), (“Agent Advances”i) in after the occurrence of an amount not to exceedEvent of Default or an event which, in with the aggregatepassage of time or giving of notice, the lesser will become an Event of (x) $5,000,000 Default, or (yii) at any time that any of the product other applicable conditions precedent set forth in Section 16.2 hereof have not been satisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans, Swing Line Revolving Loans and Letter of Credit Obligations do not exceed the Revolving Loan Availability), to make Revolving Loans to Borrower on behalf of Lenders which Administrative Agent and the Required Lenders have determined in good xxxxx xxxxx necessary or desirable (A) to preserve or protect the Borrowing Base determined as of business conducted by any Loan Party, the date of the making of such advance and (B) 5.0%Collateral, which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement or the other Loan Documents (any of the advances described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations does not exceed the Total Revolving Loan Commitment, and (y) Administrative Agent has not been notified by Required Lenders to cease making such Agent Advances. For all purposes in this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the treated as Revolving Loans and shall constitute Obligations hereundera Base Rate Loan. The Agent Advances shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, be repaid on demand upon the Administrative Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)request.

Agent Advances. The Agent may is hereby authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAgent's sole discretion, (i) after the lesser occurrence of (x) $5,000,000 a Default or an Event of Default, or (yii) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in ARTICLE 5 have not been satisfied, to make Revolving Credit Loans to the Borrowers on behalf of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Secured Obligations, or (C) to pay any other amount chargeable to the Borrower Obligors pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expensesexpenses as described in SECTION 16.2 (any of the advances described in this SECTION 4.7(D) being hereinafter referred to as "Agent Advances"); PROVIDED that (x) the Required Lenders may at any time revoke the Agent's authorization contained in this SECTION 4.7(D) to make Agent Advances, any such revocation to be in writing and to become effective on the third Business Day after the Agent's receipt thereof, and (y) the Agent shall not allow more than $5,000,000 in Agent Advances to be outstanding under this SECTION 4.7(D) at any time without the consent of all the Lenders. The All Agent Advances shall be repayable by the Borrowers on demand, shall be demand and secured by the Collateral, shall constitute Revolving Credit Loans and Secured Obligations hereunder, and shall bear interest at a the rate per annum equal to the highest rate then applicable to the Prime Rate Revolving Credit Loans and shall constitute Obligations hereunderfrom time to time. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance. All Agent Advances shall constitute Non-Ratable Loans, which notice as defined in SECTION 4.8(B), and shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available be subject to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)provisions thereof.

Agent Advances. The Agent may from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%, which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans Term Loan and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Term Loan and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such LxxxxxLender’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans Term Loan owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Reference Rate.

Agent Advances. The Agent may may, from time to time time, make such disbursements and advances (“Agent Advances”"AGENT ADVANCES") in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%, which the Agent, in its sole and absolute discretion, deems necessary or desirable to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower Borrowers of the Loans and other Obligations or to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expensesexpenses as described in Section 10.06 hereof. The Agent Advances shall be repayable on demand, not constitute Loans but shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall otherwise constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower Borrowers in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.0711.05 hereof, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s 's demand, in U.S. dollars Dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Lender's Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such LenderAdvance. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds funds, on demand from such Lender, Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate customary rate set by the Agent for the correction of errors among banks for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Regular Rate.

Agent Advances. The Subject to the limitations set forth in this subsection, Administrative Agent may is hereby authorized by Borrowers and Lenders, from time to time make such disbursements in Administrative Agent’s sole discretion (and advances (“Agent Advances”) in an amount not subject to exceedthe terms of this paragraph, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of each Agent Advance shall be deemed to be a request by Borrowers and the Lenders to make such advance Agent Advance), (i) after the occurrence of an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (ii) at any time that any of the other applicable conditions precedent set forth in Section 17.2 hereof have not been satisfied (including without limitation the conditions precedent that the aggregate principal amount of all outstanding Revolving Loans and (B) 5.0%Letter of Credit Obligations under the Revolving Loan Commitment do not exceed Total Revolving Loan Availability under the Revolving Loan Commitment), to make Revolving Loans to Borrowers on behalf of Lenders which the Administrative Agent, in its sole discretionPermitted Discretion, deems determined in good xxxxx xxxxx necessary or desirable (A) to preservepreserve or protect the business conducted by any Loan Party, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement or the other Loan Documents (any of the advances described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the outstanding aggregate amount of Agent Advances does not exceed at any time Two Million Dollars ($2,000,000), (y) the aggregate outstanding principal balance of the Revolving Loans and Letter of Credit Obligations under the Revolving Loan Commitment does not exceed the total aggregate amount of the Total Revolving Loan Commitment, and (z) Administrative Agent has not been notified by Required Lenders to cease making such Agent Advances. For all purposes in this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured treated as Revolving Loans under the Revolving Loan Commitment specified by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Administrative Agent and shall constitute Obligations hereunderBase Rate Loans. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender Advances shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds repaid on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the by Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. (a) The Administrative Agent may hereby is authorized by Borrowers and the Lenders, from time to time make such disbursements in Administrative Agent's sole credit judgment (and advances with no obligation to do so), (“Agent Advances”1) in after the occurrence and during the continuance of a Default or an amount not to exceedEvent of Default, in the aggregate, the lesser of (x) $5,000,000 or (y2) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Section 3.2 (including as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of a Borrowing within the making of such advance and (B) 5.0%time required by Section 2.3, which the to make Revolving Loans to Borrowers on its own behalf that Administrative Agent, in its sole discretion, credit judgment deems necessary or desirable (A) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (any of the advances described in this Section 2.5 shall be referred to as "Agent Advances"); provided, includinghowever, without limitation, costs, fees and expenses. The (w) that the aggregate amount of Agent Advances outstanding at any time shall not exceed $10,000,000, (x) that after giving effect to any such Agent Advance, the Aggregate Revolver Credit Exposure (including all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent Advance, the Administrative Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such Agent Advance will be outstanding for more than 90 days. Each Agent Advance shall be deemed to be a Borrowing hereunder subject to the terms set forth in this Section 2.5 (provided that the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in connection therewith). Each Agent Advance shall be secured by Administrative Agent's Liens granted to the Administrative Agent under the Loan Documents, shall constitute Obligations hereunder, and shall bear interest as Base Rate Borrowings and shall be repayable on demand. Subject to clauses (b), (c) and (d) below of this Section 2.5, all Agent Advances made by Administrative Agent pursuant to this Section, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans for Administrative Agent's sole account and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower be senior in writing right of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation payment to its obligations pursuant to all other Loans (as set forth in Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a2.24).

Agent Advances. The (i) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this Section 2.1(e), the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and at any time that a Default exists, or (B) 5.0%at any time that any of the other conditions precedent set forth in Article 4 have not been satisfied, to make advances to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (i) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. The expenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided that (i) the aggregate amount of Agent Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Agent Advances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be repayable on demand, made even if the conditions precedent set forth in Section 4.2 have not been satisfied. All Agent Advances shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. All Agent Advances shall be Base Rate Advances. The Administrative Agent’s authorization to make Agent Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall notify each Lender and promptly provide to the Administrative Borrower in writing written notice of each such any Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Subject to the limitations set forth in this subsection, Agent may is hereby authorized by Bxxxxxxx and Lenders, from time to time make such disbursements in Agent’s sole discretion (and advances (“Agent Advances”) in an amount not subject to exceedthe terms of this paragraph, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of each Agent Advance shall be deemed to be a request by Bxxxxxxx and the Lenders to make such advance and Agent Advance), (Bi) 5.0%after the occurrence of an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (ii) at any time that any of the other applicable conditions precedent set forth in Section 12.2 hereof have not been satisfied (including without limitation the conditions precedent that the aggregate Revolving Outstandings do not exceed the Revolving Loan Availability), to make Revolving Loans to Borrower on behalf of Lenders which the Agent, in its sole discretion, deems determined in good fxxxx xxxxx necessary or desirable (A) to preservepreserve or protect the business conducted by any Loan Party, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement or the other Loan Documents (any of the advances described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the outstanding amount of Agent Advances does not exceed at any time the greater of (i) $30,000,000 and (ii) 10% of the Revolving Commitment, (y) the aggregate Revolving Outstandings and Swing Line Outstandings does not exceed the Revolving Commitments, and (z) Agent has not been notified by Required Lenders to cease making such Agent Advances. For all purposes in this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the treated as Revolving Loans and shall constitute Obligations hereundera Base Rate Loan. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender Advances shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds repaid on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the by Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The (a) Subject to the limitations set forth below, the Administrative Agent may is authorized by the Borrower and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the lesser Borrower, on behalf of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%all Lenders, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (i) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including, without limitation, including payments of reimbursable expenses (including costs, fees fees, and expensesexpenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Agent Advances”); provided that, the aggregate amount of Agent Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Agent Advances being made shall not exceed the Aggregate Revolving Commitment. Agent Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal Liens in favor of the Administrative Agent in and to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. All Agent Advances shall be CBFR Borrowings. The Administrative Agent’s authorization to make Agent Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall notify each Lender become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the Borrower conditions precedent set forth in writing of each such Section 4.02 xxxix have been satisfied, the Administrative Agent Advance, which notice shall include may request the Revolving Lenders to make a description of the purpose of such Revolving Loan to repay an Agent Advance. Without limitation At any other time the Administrative Agent may require the Lenders to its obligations pursuant to fund their risk participations described in Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a2.04(b).

Agent Advances. The Subject to the limitations set forth in this Section 2.1(a)(ii), Agent may is hereby authorized by Borrowers and Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceedAgent's sole discretion, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (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 Section 8.2 have not been satisfied (including without limitation the condition precedent that the Revolving Loan Outstandings not exceed the Borrowing Base determined as PLUS any other then outstanding Agent Advances), to make Revolving Loans to Borrowers on behalf of the date of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preservepreserve or protect the business conducted by any Borrower, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations or Obligations, (3) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement, including, without limitation, including interest payments and costs, fees and expenses. The expenses as described in Section 10.1 and/or Section 10.4 20 or (4) to satisfy payment obligations under Support Agreements (any of the advances described in this Section 2.1(a)(ii) being hereafter referred to as "AGENT ADVANCES"); PROVIDED, that (i) Required Lenders may at any time revoke Agent's authorization to make Agent Advances, except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof, (ii) Agent Advances shall be repayable on demandmade solely as Prime Rate Loans, shall be secured by (iii) the Collateralaggregate amount of Agent Advances outstanding at any time, shall bear interest at a rate per annum equal exclusive of those made pursuant to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three preceding clauses (3) Business Daysand (4), shall not exceed ten percent (10%) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three Revolving Loan Commitment and (3iv) Business Day period, the Agent shall be entitled to recover such funds on demand prohibited from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid making Agent Advances to the Agent, at extent the Federal Funds Rate for three making thereof would cause the Revolving Loan Outstandings (3inclusive of Agent Advances) Business Days and thereafter at to exceed the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Revolving Loan Commitment.

Agent Advances. The Subject to the limitations set forth below and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole and absolute discretion, (A) at any time that a Default or an Event of Default exists, or (B) at any time that any of the other conditions precedent set forth in Article 4 have not been satisfied, to make such disbursements and advances Advances to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed (“Agent Advances”together with all other Aggregate Revolving Credit Obligations) the Revolving Loan Commitment nor in an amount not to exceed, in the aggregate, that would exceed (when aggregated with all Overadvances and other Agent Advances) the lesser of (x1) an amount equal to ten percent (10%) of the Borrowing Base, and (2) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%75,000,000, which the Administrative Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (x) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (z) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expensesexpenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that the Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances and instruct the Administrative Agent to demand repayment of outstanding Agent Advances NAI-1536628076v4 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. All Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Advance. Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (except to the extent Lenders have funded participations therein pursuant to clause (iii) below) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. The Administrative Agent shall notify each Lender and no less frequently than weekly, as determined by the Borrower in writing of each such Agent AdvanceAdministrative Agent, which notice shall include a description of the purpose principal amount of Agent Advances outstanding by 12:00 noon (Charlotte, North Carolina time) as of such Agent Advancedate, and each Lender’s pro rata share thereof. Without limitation to its obligations pursuant to Section 10.07Each Lender shall before 2:00 p.m. (Charlotte, each Lender agrees that it shall promptly (but not later than three (3North Carolina time) on such Business Days) Day make available to the Administrative Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding and any of the events described in clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such LxxxxxXxxxxx’s Pro Rata Share Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of each such Default, immediately pay to the Administrative Agent Advance and thereafter in immediately available funds, the portion amount of such Xxxxxx’s participation (and upon receipt thereof, the Administrative Agent Advance so reimbursed by each shall deliver to such Lender a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be added subject to the principal balance terms and conditions of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a2.2(e).

Agent Advances. The Agent may from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%, which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans Term Loan and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Term Loan and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each LEGAL02/39661241v2LEGAL02/39709302v6 Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such LxxxxxLender’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans Term Loan owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Reference Rate.

Agent Advances. (a) The Administrative Agent may hereby is authorized by Borrowers and the Lenders, from time to time make such disbursements in Administrative Agent’s sole credit judgment (and advances with no obligation to do so), (“Agent Advances”1) in after the occurrence and during the continuance of a Default or an amount not to exceedEvent of Default, in the aggregate, the lesser of (x) $5,000,000 or (y2) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Section 3.2 (including as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of a Borrowing within the making of such advance and (B) 5.0%time required by Section 2.3, which the to make Revolving Loans to Borrowers on its own behalf that Administrative Agent, in its sole discretion, credit judgment deems necessary or desirable (A) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this AgreementAgreement (any of the advances described in this Section 2.5 shall be referred to as “Agent Advances”); provided, includinghowever, without limitation, costs, fees and expenses. The (w) that the aggregate amount of Agent Advances outstanding at any time shall not exceed $10,000,000, (x) that after giving effect to any such Agent Advance, the Aggregate Revolver Credit Exposure (including all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent Advance, the Administrative Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such Agent Advance will be outstanding for more than 90 days. Each Agent Advance shall be deemed to be a Borrowing hereunder subject to the terms set forth in this Section 2.5 (provided that the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in connection therewith). Each Agent Advance shall be secured by Administrative Agent’s Liens granted to the Administrative Agent under the Loan Documents, shall constitute Obligations hereunder, and shall bear interest as Base Rate Borrowings and shall be repayable on demand. Subject to clauses (b), (c) and (d) below of this Section 2.5, all Agent Advances made by Administrative Agent pursuant to this Section, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans for Administrative Agent’s sole account and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower be senior in writing right of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation payment to its obligations pursuant to all other Loans (as set forth in Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a2.24).

Agent Advances. The Subject to the limitations set forth below, the Agent may is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that any of the other conditions precedent set forth in Article 9 have not been satisfied, to make such disbursements and advances (“Agent Advances”) Base Rate Revolving Loans to the Borrowers on behalf of the Lenders, in an aggregate amount outstanding at any time not to exceed, in the aggregate, exceed the lesser of (x) $5,000,000 or (y) the product 20,000,000 and 10% of (A) the Borrowing Base determined as (provided that the Aggregate Revolver Outstandings (including such Agent Advances) shall not exceed the Maximum Revolver Amount and provided further that at no time shall such Agent Advances, together with the Overadvances outstanding at such time, if any, exceed the lesser of $30,000,000 and 15% of the date of the making of such advance and (B) 5.0%Borrowing Base)), which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling the Borrowers to meet payroll and associated tax obligations), or (C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expensesexpenses as described in Section 15.7 (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 repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal Agent’s Liens in and to the highest rate then applicable to the Loans Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Subject to the limitations set forth below, the Agent may is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion, after the occurrence of a Default or an Event of Default or at any time that any of the other conditions precedent set forth in Article IV have not been satisfied, to make such disbursements and advances (“Agent Advances”) Base Rate Loans to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed, in the aggregate, the lesser of exceed Twenty Million Dollars (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%20,000,000), which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations (including through the Borrowers using any proceeds of such Revolving Loans to pay payroll and associated tax obligations), or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expensesexpenses as described in Section 9.04 (any of such advances are herein referred to as “Agent Advances”); provided, that Borrower shall repay each Agent Advance within forty-five (45) days after the making thereof. Each Lender shall participate in each Agent Advance in accordance with its Pro Rata Share, but in no event shall any Lender be required to participate in any amount of an Agent Advance that would cause the portion of the Aggregate Revolver Outstandings attributable to such Lender to exceed such Lender’s Commitment. The Majority 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 repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal Agent’s Liens in and to the highest rate then applicable to the Loans Collateral and shall constitute Base Rate Loans and Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The (A) Notwithstanding anything to the contrary elsewhere in this Agreement or any other DIP Financing Document (and irrespective of the existence of any Overadvance Condition), but subject to the dollar limitations set forth below, the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent's sole discretion, the lesser of (x) $5,000,000 or (y) the product of (A) after the Borrowing Base determined occurrence of a Default or an Event of Default (and for so long as such Default or Event of the date of the making of such advance and Default is not waived or cured) or (B) 5.0%at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied (and, as a consequence thereof one or more of the Lenders gives notice to the Administrative Agent of its intent not to fund Revolving Loans), to make Base Rate Revolving Loans from time to time to the Borrowers on behalf of the Lenders which the Administrative Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preserve, protect, prepare for sale insure, marshall, market, sell or lease or xxxxxxxse dispose of any of the Collateral or any portion thereof, to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, provided that the Administrative Agent shall not be authorized to make any Agent Advance (as hereinafter defined) if the principal amount of such Agent Advance, when added to the aggregate principal amount of all Agent Advances then outstanding, would exceed $10,000,000 (or, with the consent of the Syndication Agent, $20,000,000), (2) to pay fees and expenses covered by the Carve-Out, or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower expenses as described in writing of each such Agent Advance, which notice shall include a description of the purpose Section 13.7 (any of such advances are herein referred to as "Agent Advance. Without limitation to its obligations pursuant to Section 10.07Advances"); provided, each Lender agrees that it shall promptly the Lenders (but not later than three (3the Majority Lenders or the Supermajority Lenders) Business Days) may at any time revoke the Administrative Agent's authorization to make available to Agent Advances by the Agent, written direction of all of such Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)'s receipt thereof.

Agent Advances. The (i) Agent may hereby is authorized by Borrower and the Revolver Lenders, from time to time in Agent’s sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 have not been satisfied, to make such disbursements and advances (“Agent Advances”) Advances to Borrower on behalf of the Revolver Lenders in an amount not to exceed, in the aggregate, exceeding the lesser of (x) $5,000,000 or 10% of the Borrowing Base and (y) the product greater of (AAi) the Borrowing Base determined as tenfive percent (10%) of the date Maximum Revolver Amount and (B5%) of the making Loan Cap (without giving effect to the Term Loan Reserve in the calculation of such advance the Revolver Borrowing Base), and (Bii) 5.0%$6,300,000,5,000,000 (but in eitherany event the aggregate amount of all such Advances shall, which together with the otherwise outstanding Revolver Usage, not to exceed the aggregate Revolver CommitmentCommitments), that Agent, in its sole discretion, Permitted Discretion deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and Obligations (other than Obligations referred to in clause (b) of the definition thereof), or (C) to pay any other amount chargeable to the Borrower any Credit Party pursuant to the terms of this Agreement, including, without limitation, including Lender Group Expenses and the costs, fees fees, and expenses. The expenses described in SectionArticle 10 (any of the Advances described in this Section 2.4(e) shall be referred to as “Agent Advances”); provided, however, that (i) no Agent Advances shall be repayable on demand, outstanding for a period exceeding thirty (30) consecutive days and (ii) there shall be secured by the Collateralno more than two separate Agent Advances during any twelve month period. Each Agent Advance shall be deemed to be xxx Revolving Loan hereunder, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees except that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each no such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added eligible to be a LIBOR Rate Loan and all payments thereon shall be payable to Agent solely for its own account. In addition to the principal balance of the Loans owed foregoing, unless otherwise agreed by the Borrower to each Term Agent, all Advances made from and after the occurrence of an Event of Default arising as a result of a breach of Section 7.15, until such Lender. If such funds are not made available Event of Default has been waived in accordance with Section 15.1, shall constitute Agent Advances subject to the Agent by such Lender by the end provisions of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to this Section 2.02(a2.4(e).

Agent Advances. The Subject to the limitations set forth below and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, (i) at any time that a Default or Event of Default exists, (ii) at any time that any of the other conditions precedent set forth in 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 such disbursements and advances (“Agent Advances”) Loans to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed, in the aggregate, the lesser of (x) exceed $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%5,000,000, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the Borrower Loan Parties pursuant to the terms of this AgreementAgreement or any other Loan Document, including, without limitation, including costs, fees and expensesexpenses as 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. The 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 shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder, bear interest at the Applicable Rate, and be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account (or, if any Lender shall have made payment in respect thereof to the Administrative Agent as contemplated in the following clause (c), for the account of such Lender) and the making of any Agent Advance shall not require the consent of any Borrower. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder. The Administrative Agent shall notify each Lender and no less frequently than weekly, as determined by the Borrower in writing of each such Agent AdvanceAdministrative Agent, which notice shall include a description of the purpose principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia, time) as of such Agent Advancedate, and each Lender’s Pro Rata Share thereof. Without limitation to its obligations pursuant to Section 10.07Each Lender shall before 2:00 p.m. (Atlanta, each Lender agrees that it shall promptly (but not later than three (3Georgia, time) on such Business Days) Day make available to the Administrative Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s of its Pro Rata Share of each such principal amount of Agent Advance and thereafter Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the portion Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 3.2. The Administrative Agent shall use such funds to repay the principal amount of Agent Advance so reimbursed by Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Section 8.1(h) or (i) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers, or the Lenders, be added deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment and each Lender shall, notwithstanding such Event of Default, immediately pay to the principal balance Administrative Agent in immediately available funds, the amount of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three ’s participation (3) Business Day periodand upon receipt thereof, the Administrative Agent shall be entitled deliver to recover such funds on demand from such Lender, together with interest thereon for each day from a loan participation certificate dated the date of receipt of such payment was due until funds in such amount). The disbursement of funds in connection with the date such amount is paid settlement of Agent Advances hereunder shall be subject to the Agent, at the Federal Funds Rate for three (3) Business Days terms and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to conditions of Section 2.02(a)2.23.

Agent Advances. The (i) Subject to the limitations set forth below and notwithstanding anything else in this Agreement to the contrary, Administrative Agent may is authorized by Borrower and Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceedAdministrative Agent’s sole discretion, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as at any time that a Default or Event of the date of the making of such advance and Default exists, (B) 5.0%at any time that any of the other conditions precedent set forth in Section 6 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Loans to Borrower on behalf of Lenders in an aggregate amount outstanding at any time not to exceed $4,000,000, which the Administrative Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The expenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances Advances”); provided, that Administrative Agent shall not make any such Agent Advance without the prior written consent of the Collateral Agent (which such consent shall be repayable on demand, shall be secured by deemed given if the Collateral, shall bear interest at a rate per annum equal Collateral Agent does not object to such Agent Advance within 2 hours of its receipt of written notice from the highest rate then applicable Administrative Agent of its intent to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each make such Agent Advance); provided, which further, that the Majority Lenders may at any time revoke Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon Administrative Agent’s receipt thereof. Administrative Agent shall promptly provide to Borrower written notice shall include a description of the purpose of such any Agent Advance. Without limitation In no event shall the aggregate amount of all outstanding Revolver Loans plus the aggregate amount of all outstanding Letters of Credit, Agent Advances, and Swing Loans, after giving effect to its obligations pursuant to Section 10.07any Agent Advance, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to exceed the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Commitments.

Agent Advances. The Subject to the limitations set forth in this subsection, Agent may is hereby authorized by Borrower and Lenders, from time to time make such disbursements in Agent’s sole discretion (and advances (“Agent Advances”) in an amount not subject to exceedthe terms of this paragraph, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of each Agent Advance shall be deemed to be a request by Borrower and the Lenders to make such advance and Agent Advance), (Bi) 5.0%after the occurrence of an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (ii) at any time that any of the other applicable conditions precedent set forth in Section 12.2 hereof have not been satisfied (including without limitation the conditions precedent that the aggregate Revolving Outstandings do not exceed the Revolving Loan Availability), to make Revolving Loans to Borrower on behalf of Lenders which the Agent, in its sole discretion, deems determined in good fxxxx xxxxx necessary or desirable (A) to preservepreserve or protect the business conducted by any Loan Party, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement or the other Loan Documents (any of the advances described in this subsection being hereafter referred to as “Agent Advances”); provided, that (x) the outstanding amount of Agent Advances does not exceed at any time the greater of (i) $30,000,000 and (ii) 10% of the Revolving Commitment, (y) the aggregate Revolving Outstandings and Swing Line Outstandings does not exceed the Revolving Commitments, and (z) Agent has not been notified by Required Lenders to cease making such Agent Advances. For all purposes in this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the treated as Revolving Loans and shall constitute Obligations hereundera Base Rate Loan. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender Advances shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds repaid on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the by Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Agent may from shall be authorized, in its discretion, at any time or times that an Event of Default exists or any of the conditions precedent set forth in Section 11 have not been satisfied, to time make such disbursements and advances (“Agent Advances”) Revolver Loans that are Base Rate Loans in an aggregate amount outstanding at any time not to exceedexceed $5,000,000, but only to the extent that Agent, in the aggregateexercise of its sole credit judgment, deems the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making funding of such advance and Loans (Bherein called "Agent Advances") 5.0%, which the Agent, in its sole discretion, deems to be necessary or desirable (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (ii) to enhance the likelihood likelihood, or maximize increase the amount amount, of repayment by the Borrower of the Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The , all of which Agent Advances shall be repayable on demand, shall be deemed part of the Obligations and secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The be treated for all purposes of this Agreement (including Sections 5.6.1 and 15.4) as advances for the repayment to Agent shall notify each Lender and Lenders of Extraordinary Expenses; provided, however, that the Borrower in writing of each Required Lenders may at any time revoke Agent's authorization to make any such Agent AdvanceAdvances by written notice to Agent, which notice shall include a description become effective prospectively upon and after Agent's actual receipt thereof. Absent such revocation, Agent's determination that the making of the purpose of an Agent Advance is required for any such purposes shall be conclusive. Each Lender shall participate in each Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, Advance in U.S. dollars in immediately available funds, the an amount equal to such Lxxxxx’s its Pro Rata Share share of each the Revolver Commitments. Notwithstanding the foregoing, the maximum amount of Agent Advances outstanding at any time, when added to the aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders) and shall not exceed 30 days if such Agent Advance constitutes an Out-of-Formula Loan. The aggregate amount of Loans made pursuant to this Section 2.1.6 and thereafter Section 13.9.4 shall not exceed $5,000,000 in the portion of such Agent Advance so reimbursed by each Lender aggregate at any time. Nothing in this Section 2.1.6 shall be added construed to limit in any way the amount of Extraordinary Expenses that may be incurred by Agent and that Borrowers shall be obligated to reimburse to Agent to the principal balance of extent provided for in the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Loan Documents.

Agent Advances. The Subject to the limitations set forth in this Section 2.2(a)(ii), Agent may is hereby authorized by Borrowers and Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceedAgent’s sole discretion, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (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 Section 8.2 have not been satisfied (including without limitation the condition precedent that the Revolving Loans Outstanding not exceed the Borrowing Base determined as plus any other then outstanding Agent Advances), to make Revolving Loans to Borrowers on behalf of the date of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preservepreserve or protect the business conducted by Borrowers, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations or Obligations, (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including interest costs, fees and expenses. The expenses as described in Section 10.1 and/or Section 10.4 or (4) to satisfy payment obligations under Support Agreements (any of the advances described in this Section 2.2(a)(ii) being hereafter referred to as “Agent Advances”); provided, that (i) Required Lenders may at any time revoke Agent’s authorization to make Agent Advances, except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof, (ii) Agent Advances shall be repayable on demandmade solely as Prime Rate Loans, shall be secured by (iii) the Collateralaggregate amount of Agent Advances outstanding at any time, shall bear interest at a rate per annum equal exclusive of those made pursuant to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three preceding clauses (3) Business Daysand (4), shall not exceed $3,000,000 and (iv) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand prohibited from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid making Agent Advances to the Agent, at extent the Federal Funds Rate for three making thereof would cause the Revolving Loans Outstanding (3inclusive of Agent Advances) Business Days and thereafter at to exceed the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Revolving Loan Commitment.

Agent Advances. The Agent may from shall be authorized, in its discretion, at any time or times that an Event of Default exists or any of the conditions precedent set forth in Section 11 have not been satisfied, to time make such disbursements and advances (“Agent Advances”) Revolver Loans that are Base Rate Loans in an aggregate amount outstanding at any time not to exceedexceed $10,000,000, but only to the extent that Agent, in the aggregateexercise of its sole credit judgment, deems the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making funding of such advance and Loans (Bherein called "Agent Advances") 5.0%, which the Agent, in its sole discretion, deems to be necessary or desirable (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (ii) to enhance the likelihood likelihood, or maximize increase the amount amount, of repayment by the Borrower of the Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The , all of which Agent Advances shall be repayable on demand, shall be deemed part of the Obligations and secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The be treated for all purposes of this Agreement (including Sections 5.6.1 and 15.4) as advances for the repayment to Agent shall notify each Lender and Lenders of Extraordinary Expenses; provided, however, that the Borrower in writing of each Required Lenders may at any time revoke Agent's authorization to make any such Agent AdvanceAdvances by written notice to Agent, which notice shall include a description become effective prospectively upon and after Agent's actual receipt thereof. Absent such revocation, Agent's determination that the making of the purpose of an Agent Advance is required for any such purposes shall be conclusive. Each Lender shall participate in each Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, Advance in U.S. dollars in immediately available funds, the an amount equal to such Lxxxxx’s its Pro Rata Share share of each the Revolver Commitments. Notwithstanding the foregoing, the maximum amount of Agent Advances outstanding at any time, when added to the aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders) and shall not exceed 30 days if such Agent Advance constitutes an Out-of-Formula Loan. The aggregate amount of Loans made pursuant to this Section 2.1.6 and thereafter Section 13.9.4 shall not exceed $10,000,000 in the portion of such Agent Advance so reimbursed by each Lender aggregate at any time. Nothing in this Section 2.1.6 shall be added construed to limit in any way the amount of Extraordinary Expenses that may be incurred by Agent and that Borrowers shall be obligated to reimburse to Agent to the principal balance of extent provided for in the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Loan Documents.

Agent Advances. The (i) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this subsection (c), the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion (but shall have absolutely no obligation to do so), the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and at any time that a Default exists, or (B) 5.0%at any time that any of the other conditions precedent set forth in Article III have not been satisfied, to make Revolving Loans to the Borrowers (on a joint and several basis) on behalf of all Lenders, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (1) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (3) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. The expenses as provided under this Agreement or the other Loan Documents (any of such advances are herein referred to as “Agent Advances”); provided, that (i) the aggregate amount of Agent Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time shall not exceed $7,500,000, (ii) the aggregate amount of outstanding Agent Advances plus the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be repayable on demand, made even if the conditions precedent set forth in Section 3.2 have not been satisfied. All Agent Advances shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. All Agent Advances shall bear interest as Base Rate Loans. The Administrative Agent’s authorization to make Agent Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall notify each Lender and promptly provide to the Administrative Borrower in writing written notice of each such any Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Agent may hereby is authorized by Borrowers and the Lenders, from time to time make such disbursements in Agent's sole discretion, (1) after the occurrence and advances (“Agent Advances”) in during the continuance of a Default or an amount not to exceedEvent of Default, in the aggregate, the lesser of (x) $5,000,000 or (y2) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Section 3 have not been satisfied, to make Advances to Borrowers on behalf of the making of such advance and (B) 5.0%, which the Lenders that Agent, in its sole discretion, Permitted Discretion deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and Obligations (other Obligations than the Bank Product Obligations), or (C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including Lender Group Expenses and the costs, fees fees, and expensesexpenses described in Section 10 (any of the Advances described in this Section 2.3(e) shall be referred to as "Agent Advances"); provided, that notwithstanding anything to the contrary contained in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time, when taken together with the aggregate principal amount of Overadvances made in accordance with Section 2.3(i) hereof outstanding at any time, shall not exceed an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $2,750,000. Each Agent Advance is an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that no such Agent Advance shall be eligible for the LIBOR Option and all payments thereon shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance). The Agent Advances shall be repayable by Borrowers on demand, shall be demand and secured by the CollateralAgent's Liens granted to Agent under the Loan Documents, shall constitute Advances and Obligations hereunder, and shall bear interest at a the rate per annum equal applicable from time to the highest rate then applicable time to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees Advances that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Base Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Loans.

Agent Advances. The (a) Subject to the limitations set forth in the provisos contained in this Section 2.18, the Administrative Agent may is hereby authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion, the lesser of (x) $5,000,000 or (y) the product of (A) after the Borrowing Base determined as occurrence of the date a Default or an Event of the making of such advance and Default, or (B) 5.0%at any time that any of the other applicable conditions precedent set forth in Article V have not been satisfied, to make Revolving Facility Loans to the Borrowers on behalf of the Lenders which the Administrative Agent, (1) in its sole discretionPermitted Discretion, deems necessary or desirable to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) in its Permitted Discretion, deems necessary or desirable to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Revolving Facility Loans and other Obligations ABL Credit Obligations, or (3) in its reasonable business judgment, deems necessary or desirable to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. The expenses as described in Section 10.04 (any of the advances described in the foregoing clauses (1) and (2) being hereinafter referred to as “Protective Advances”; any of the advances described in the foregoing clause (3) being hereinafter referred to as “Overadvances”, and such Overadvances together with any Protective Advances, collectively, “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure (except for and excluding amounts charged to the Loan Account for interest, fees, or other expenses of the Lenders) after giving effect to any Agent Advance shall not exceed the Maximum CreditRevolving Loan Limit and (y) Agent Advances outstanding and unpaid at no time will exceed 10% of the Borrowing Base then in effect in the aggregate; provided, further, that the Required Revolving Facility Lenders may revoke the Administrative Agent’s authorization contained in this Section 2.18 to make additional Overadvances at any time after any Overadvances have been outstanding for thirty (30) consecutive days, any such revocation to be in writing and to become effective upon the Administrative Agent’s receipt thereof provided further that no Protective Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)revocable.

Agent Advances. The (3) Notwithstanding any provision of this Agreement to the contrary but subject to the limitations set forth in this Section 2.1(e), the Administrative Agent may is authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and at any time that a Default exists, or (B) 5.0%at any time that any of the other conditions precedent set forth in Article 4 have not been satisfied, to make advances to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its sole discretionPermitted Discretion, deems necessary or desirable (i) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. The expenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided that (i) the aggregate amount of Agent Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $5,000,000, (ii) the aggregate amount of outstanding Agent Advances plus the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitments and (iii) the Borrowers shall, jointly and severally, pay all Agent Advances on the earlier of demand by the Administrative Agent and 30 days after such Agent Advances were funded. Agent Advances may be repayable on demand, made even if the conditions precedent set forth in Section 4.2 have not been satisfied. All Agent Advances shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans Collateral and shall constitute Obligations hereunder. All Agent Advances shall be Base Rate Advances. The Administrative Agent’s authorization to make Agent Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall notify each Lender and promptly provide to the Administrative Borrower in writing written notice of each such any Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Section 8.9 of the Agreement is hereby deleted and replaced with the following: “If an Obligor fails to perform any of its covenants contained herein, the Administrative Agent may perform any of such covenants capable of being performed by it, but is under no obligation to do so. All reasonable sums so required to be paid in connection with Administrative Agent’s performance of any covenant will be paid by the Borrowers and all sums so paid shall be payable by the Borrowers on demand. No such performance by Administrative Agent of any covenant contained herein or payment or expenditure by the Borrowers of any sums advanced or borrowed by Administrative Agent pursuant to the foregoing provisions shall be deemed to relieve the Obligors from time any default hereunder or its continuing obligations hereunder. In addition, the Administrative Agent is authorized, but is not obligated, to time make such disbursements and advances loans to the Borrowers (“Agent Advances”) in an amount not ), subject to exceed, periodic settlement with the Noteholders in the aggregatefollowing circumstances: (i) for administrative convenience in exceptional circumstances, the lesser of (xii) $5,000,000 to preserve or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance and (B) 5.0%, which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of protect the Collateral held by the Noteholders or any portion thereof, (iii) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans Note Indebtedness and other Obligations obligations, (iii) to finance or to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreementthe Note Purchase Documents, includingor (iv) when the conditions for borrowing cannot be fulfilled, without limitationbut in the reasonable business judgment of the Administrative Agent, costsan Agent Advance is deemed necessary or desirable to preserve or protect the Collateral, fees and expensesin which case Agent Advances in an aggregate amount at any time not exceeding 10% of the Note Indebtedness may be issued. The Agent Advances shall be repayable on demand, shall demand and be secured by the Collateral, Collateral and shall bear interest at a rate per annum equal to the highest effective interest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Note Indebtedness.”

Agent Advances. The Subject to the limitations set forth in this subsection, Administrative Agent may is hereby authorized by Borrower and Lenders, from time to time make such disbursements in Administrative Agent's Permitted Discretion (and advances (“Agent Advances”) in an amount not subject to exceedthe terms of this paragraph, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of each Agent Advance shall be deemed to be a request by Borrower and the Lenders to make such advance and Agent Advance), (Bi) 5.0%after the occurrence of an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, or (ii) at any time that any of the other applicable conditions precedent set forth in Section 17.2 hereof have not been satisfied (including without limitation the conditions precedent that the aggregate principal amount of all Revolving Loan Outstandings do not exceed the Revolving Loan Availability), to make Revolving Loans to Borrower on behalf of Lenders which the Administrative Agent, in its sole discretionPermitted Discretion, deems determined in good xxxxx xxxxx necessary or desirable (A) to preservepreserve or protect the business conducted by any Loan Party, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the any Borrower pursuant to the terms of this Agreement or the other Loan Documents (any of the advances described in this subsection being hereafter referred to as "Agent Advances"); provided, that (x) the Revolving Loan Outstandings do not exceed the Total Revolving Loan Commitment, (y) Administrative Agent has not been notified by Required Lenders to cease making such Agent Advances, and (z) the agent Advances outstanding shall not exceed at any time Three Million Five Hundred and No/100 Dollars ($3,500,000), unless agreed otherwise by all Lenders. For all purposes in this Agreement, including, without limitation, costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the treated as Revolving Loans and shall constitute Obligations hereundera Base Rate Loan. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender Advances shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds repaid on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the by Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The Agent may shall be authorized by Borrower and Lenders, from time to time in Agent's sole and absolute discretion, at any time that a Default or Event of Default exists or any of the conditions precedent set forth in SECTION 10 hereof have not been satisfied, to make such disbursements and advances (“Agent Advances”) Base Rate Loans to Borrower on behalf of Lenders in an aggregate amount outstanding at any time not to exceed, in the aggregate, exceed the lesser of of: (xa) $5,000,000 1,000,000, or (yb) when added to the product of (A) Revolver Loans then outstanding, the Borrowing Base determined as or the aggregate of the date of Revolver Commitments, and only to the making extent that Agent deems the funding of such advance and (B) 5.0%, which the Agent, in its sole discretion, deems Base Rate Loans to be necessary or desirable (i) to preserve, protect, prepare for sale preserve or lease or dispose of protect the Collateral or any portion thereof, (ii) to enhance the likelihood of or maximize the amount of repayment by the Borrower of the Loans and other Obligations or (iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expenses. The , all of which Base Rate Loans advanced by Agent Advances shall be repayable on demand, shall be deemed part of the Obligations and secured by the Collateral, shall bear interest at a rate per annum equal to the highest rate then applicable to the be treated as Settlement Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender be settled and paid by Borrower and Lenders as provided herein for Settlement Loans; provided, however, that the Borrower in writing of each Required Lenders may at any time revoke Agent's authorization to make any such Agent AdvanceBase Rate Loans by written notice to Agent, which notice shall include a description become effective upon and after Agent'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 purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07matters described in the foregoing clauses (i), each Lender agrees that it shall promptly (but not later than three ii) and (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(aiii).

Agent Advances. The (i) Agent may hereby is authorized by Borrowers and the Lenders, from time to time make such disbursements in Agent’s sole discretion, (1) after the occurrence and advances (“Agent Advances”) in during the continuance of an amount not to exceedEvent of Default, in the aggregate, the lesser of (x) $5,000,000 or (y2) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Section 3 have not been satisfied, to make Advances to Borrowers on behalf of the making of such advance and (B) 5.0%, which the Lenders that Agent, in its sole discretion, Permitted Discretion deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and Obligations (other Obligations than the Bank Product Obligations), or (C) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including Lender Group Expenses and the costs, fees fees, and expenses. The expenses described in Section 10 (any of the Advances described in this Section 2.3(e) shall be referred to as “Agent Advances”); provided, however, that, notwithstanding the foregoing, Agent shall not make Agent Advances in respect of Lender Group Expenses so long as (I) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers equals or exceeds $10,000,000, (II) Advances in the aggregate amount of less than $500,000 are outstanding, (III) no Default or Event of Default shall have occurred and be continuing and (IV) Administrative Borrower shall have paid, in full, in cash, any invoice due and payable in respect of such Lender Group Expenses within five (5) Business Days after notice to Administrative Borrower of any such invoice. Each Agent Advance is an Advance hereunder and shall be repayable on demandsubject to all the terms and conditions applicable to other Advances, except that no such Agent Advance shall be secured by eligible for the Collateral, LIBOR Option and all payments thereon shall bear be payable to Agent solely for its own account (and for the account of the holder of any participation interest at a rate per annum equal with respect to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).

Agent Advances. The (i) Subject to the limitations set forth in the provisos contained in this Section 2.2(i), the Agent may is hereby authorized by the Borrower and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAgent's sole discretion, the lesser of (x) $5,000,000 after the occurrence of a Default or an Event of Default, or (y) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Article 10 have not been satisfied, to make Revolving Loans to the Borrower on behalf of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (A) to preservepreserve or protect the Collateral, protectthe Pledged Collateral and the Guarantor Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expensesexpenses as described in Section 15.7 (any of the advances described in this Section 2.2(i) being hereinafter referred to as "Agent Advances"); provided, that the Agent shall not make any Agent Advance to the Borrower if the amount thereof would exceed the Revolver Availability of the Borrower on the Funding Date applicable thereto; and provided, further, 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 such revocation to be in writing and to become effective upon the Agent's receipt thereof. (ii) The Agent Advances shall be repayable on demand, shall be demand and secured by the Collateral, the Pledged Collateral and the Guarantor Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at a the rate per annum equal to the highest rate then applicable to the Revolving Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a).from

Agent Advances. The Subject to the limitations set forth in this subsection 2.1(a)(ii), Agent may is hereby authorized by Lenders (and, with respect to clauses (B)(3) and (B)(4) below, is hereby authorized by both Borrower and the Lenders), from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of Agent’s sole discretion: (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 Section 7.2 have not been satisfied (including without limitation the condition precedent that the Loan Outstandings not exceed the Borrowing Base determined as plus any other then outstanding Agent Advances), to make Loans to Borrower on behalf of the date of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable desirable: (1) to preservepreserve or protect the business conducted by Borrower, protectthe Collateral, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations or Obligations, (3) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, including interest costs, fees and expenses. The expenses as described in and chargeable to the Borrower under Section 9.1 and/or Section 9.4 or (4) to satisfy payment obligations under Support Agreements (any of the advances described in this subsection 2.1(a)(ii) being hereafter referred to as “Agent Advances”); provided: (i) except with respect to Agent Advances which are applied in the manner described in the preceding clauses (3) and (4), Required Lenders (or, with respect to its authorization, the Borrower) may at any time revoke Agent’s authorization to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent’s receipt thereof, (ii) Agent Advances shall be repayable on demandmade solely as Prime Rate Loans, shall be secured by (iii) the Collateralaggregate amount of Agent Advances outstanding at any time, shall bear interest at a rate per annum equal exclusive of those made pursuant to the highest rate then applicable to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three preceding clauses (3) Business Daysand (4), shall not exceed $1,500,000 and (iv) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand prohibited from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid making Agent Advances to the Agentextent the making thereof would cause the Loan Outstandings (inclusive of Agent Advances) to exceed the Loan Commitment. Notwithstanding anything contained herein or elsewhere in this Credit Agreement to the contrary, at Agent Advances may be made in the Federal Funds Rate for three (3event the “Conditions to Initial Loans” set forth in subsection 7.1(b) Business Days and thereafter at the and thereafter at the at the highest rate then or other conditions to Loans set forth in effect for the Loans pursuant to Section 2.02(a)7.2 have not been satisfied.

Agent Advances. The Agent may from time In the event that the Borrower is unable to time make such disbursements and advances (“Agent Advances”) in an amount not comply with the conditions precedent to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance Revolving Loans set forth in Section 3.2(a) (other than clauses (i) and (Bii)(x) 5.0%thereof), which the Lenders, subject to the immediately succeeding two provisos, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, solely in the event that the Administrative Agent in its sole discretion, reasonable credit judgment deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, includingincluding documented Expenses and fees which are invoiced in reasonable detail; provided that such Revolving Loans may only be made as Base Rate Loans (each, without limitationan “Agent Advance”), costsfor a period commencing on the date the Administrative Agent first receives a Funding Notice requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by (y) the Collateral, shall bear interest at a rate per annum equal date the Borrower is again able to comply with the conditions precedent to the highest rate then applicable making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (z) the date the Requisite Lenders instruct the Administrative Agent to cease making Agent Advances; provided further, that the Administrative Agent shall not make any Agent Advance to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and extent that at the Borrower in writing time of each the making of such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3I) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be when added to the principal balance aggregate outstanding amount of all other Agent Advances and Overadvances at such time, would exceed 10% of the Loans owed Aggregate Borrowing Base at such time or (II) the amount of such Agent Advance (after giving effect thereto) would cause the Revolving Exposure of any Lender to exceed the amount of such Lender’s Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrower shall have no right whatsoever to each such Lender. If such funds are not made available to require that any Agent Advances be made, provided that the Agent by such Lender by the end of such three (3) Business Day period, the Administrative Agent shall promptly notify the Borrower following the occurrence of an Agent Advance. Agent Advances will be entitled subject to recover such funds on demand from such Lender, together periodic settlement with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans Lenders pursuant to Section 2.02(a2.15(h).

Agent Advances. The Subject to the limitations set forth in the provisos contained in this SECTION 2.2(I), the Agent may is hereby authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAgent's sole discretion, the lesser of (x) $5,000,000 or (y) the product of (A) after the Borrowing Base determined as occurrence of the date a Default or an Event of the making of such advance and Default, or (B) 5.0%at any time that any of the other applicable conditions precedent set forth in ARTICLE 10 have not been satisfied, to make Base Rate Revolving Loans to any Borrower on behalf of the Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (1) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Obligations, or (3) to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expenses. expenses as described in SECTION 15.7 (any of the advances 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 authorization contained in this Section 2.2(i) to make Agent Advances, any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof; The Agent Advances shall be repayable on demand, shall be demand and secured by the Agent's Liens in and to the Collateral, shall constitute Revolving Loans and Obligations hereunder, and shall bear interest at a the rate per annum equal to the highest rate then applicable to the Base Rate Revolving Loans and shall constitute Obligations hereunderfrom time to time. The Agent shall notify the Borrowers and each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description ; PROVIDED that the failure of the purpose of Agent to provide any such notice to the Borrowers or any Lender shall not affect the Borrowers' liability for or obligation to repay such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to Advances or result in any liability or constitute the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share breach of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance any duty or obligation of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)hereunder.

Agent Advances. The Agent may is hereby authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAgent's sole discretion, (i) after the lesser occurrence of (x) $5,000,000 a Default or an Event of Default, or (yii) the product of (A) the Borrowing Base determined as at any time that any of the date other applicable conditions precedent set forth in Article 5 have not been satisfied, to make Revolving Loans to the Borrowers on behalf of the making of such advance and (B) 5.0%, Lenders which the Agent, in its sole discretionreasonable business judgment, deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Loans and other Obligations Secured Obligations, or (C) to pay any other amount chargeable to the Borrower Obligors pursuant to the terms of this Agreement, including, without limitation, including costs, fees and expensesexpenses as described in Section 16.2 (any of the advances described in this Section 4.7(d) being hereinafter referred to as "Agent Advances"); provided that (x) the Required Lenders may at any time revoke the Agent's authorization contained in this Section 4.7(d) to make Agent Advances, any such revocation to be in writing and to become effective on the third Business Day after the Agent's receipt thereof, and (y) the Agent shall not allow more than $5,000,000 in Agent Advances to be outstanding under this Section 4.7(d) at any time without the consent of all the Lenders. The All Agent Advances shall be repayable by the Borrowers on demand, shall be demand and secured by the Collateral, shall constitute Revolving Loans and Secured Obligations hereunder, and shall bear interest at a the rate per annum equal to the highest rate then applicable to the Prime Rate Revolving Loans and shall constitute Obligations hereunderfrom time to time. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance. All Agent Advances shall constitute Non-Ratable Loans, which notice as defined in Section 4.8(b), and shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available be subject to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)provisions thereof.

Agent Advances. The Subject to the terms of any separate written agreement among the Agents and the Lenders, Collateral Agent may from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregate, exceed the lesser of (x) $5,000,000 or 10,000,000, and (y) the product 10.0% of (A) the Borrowing Base determined as of (at the date of time such Agent Advance is made), in the making of such advance and (B) 5.0%aggregate, which the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower Applicable Borrowers of the Loans Loans, Letter of Credit usage and other Obligations or to pay any other amount chargeable to the Borrower Applicable Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expensesexpenses as described in Section 10.2 and Section 10.3. The Agent Advances shall be repayable by the Borrowers on demand, shall demand and be secured by the Collateral, Collateral and shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and Base Rate Loans. The Agent Advances shall constitute Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.079.3, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Collateral Agent, upon the Collateral Agent’s demand, in U.S. dollars Dollars in immediately available funds, the amount equal to such LxxxxxLender’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such LenderAdvance. If such funds are not made available to the Collateral Agent by such Lender by the end of such three (3) Business Day periodLender, the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Collateral Agent, at the Federal Funds Rate for three (3) 3 Business Days and thereafter at the Base Rate. Notwithstanding anything to the contrary contained in this Section 9.8(c), (i) Collateral Agent and thereafter at Lenders may make alternative arrangements with respect to the at reimbursement by Lenders of Agent Advances made by Collateral Agent, and (ii) until such time as a Revolving Lender has provided the highest rate then consent described in effect clause (y) of the final sentence of Section 2.2(a), such Revolving Lender shall have no obligation to comply with Collateral Agent’s demand for the Loans pursuant to Section 2.02(a)reimbursement of any Agent Advance.”

Agent Advances. The Subject to the terms of any separate written agreement among the Agents and the Lenders, any Agent may from time to time make such disbursements and advances ((“Agent Advances”) in an amount not to exceed, in the aggregate, exceed the lesser of (x) $5,000,000 or 10,000,000, and (y) 10.0% of the product Borrowing Base (at the time such Agent Advance is made), in the aggregate; provided, that the aggregate amount of Agent Advances shall either (A) not exceed the difference between (i) the aggregate Revolving Commitments of all Lenders and (ii) the Total Utilization of Revolving Commitments or (B) not exceed the Borrowing Base determined as less the sum of (i) the date of the making of such advance Total Utilization Revolving Commitments and (Bii) 5.0%, the aggregate principal amount of Term Loans outstanding) which the such Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower Applicable Borrowers of the Loans Loans, Letter of Credit usage and other Obligations or to pay any other amount chargeable to the Borrower Applicable Borrowers pursuant to the terms of this Agreement, including, without limitation, costs, fees and expensesexpenses as described in Section 10.2 and Section 10.3. The Agent Advances shall be repayable by the Borrowers on demand, shall demand and be secured by the Collateral, Collateral and shall bear interest at a rate per annum equal to the highest rate then applicable to the Loans and Base Rate Loans. The Agent Advances shall constitute Obligations hereunder. The hereunder which may be charged to the Borrowing Base Agent shall notify each Lender and the Borrower Loan Account in writing of each such Agent Advance, which notice shall include a description of the purpose of such Agent Advanceaccordance with Section 2.15(f). Without limitation to its obligations pursuant to Section 10.079.3, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the AgentAgent making such Agent Advances, upon the such Agent’s demand, in U.S. dollars Dollars in immediately available funds, the amount equal to such LxxxxxLender’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such LenderAdvance. If such funds are not made available to the Agent making such Agent Advances by such Lender by the end of Lender, such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the such Agent, at the Federal Funds Rate for three (3) 3 Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)Base Rate.

Agent Advances. The Agent may from time to time make such disbursements and advances In the event that (“Agent Advances”) in an amount not to exceed, in the aggregate, the lesser of (x) $5,000,000 or (yi) the product of (A) U.S. ABL Borrowers are, or the European Borrower is, unable to comply with the Borrowing Base determined as of limitations set forth in Section 1.01(d) or (ii) the date of U.S. ABL Borrowers are, or the European Borrower is, unable to comply with the conditions precedent to the making of such advance and (B) 5.0%Revolving Loans set forth in Section 6, which in either case, the ABL Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the ABL Lenders, to make Revolving Loans to the U.S. ABL Borrowers (on a joint and several basis) and/or to the European Borrower, in either case solely to the extent that the Administrative Agent in its sole discretion, Permitted Discretion deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations Obligations, or (C) to pay any other amount chargeable to the Borrower ABL Borrowers pursuant to the terms of this Agreement, including, without limitation, costsExpenses and Fees, fees which Revolving Loans may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (x) the 20th Business Day after such date, (y) the date the respective ABL Borrowers are again able to comply with the Borrowing Base limitations and expenses. The the conditions precedent to the making of Revolving Loans, or obtains an amendment or waiver with respect thereto and (z) the date the ABL Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided that the Administrative Agent shall be repayable on demand, shall be secured by the Collateral, shall bear interest at a rate per annum equal not make any Agent Advance to the highest rate then applicable to extent that at the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and time of the Borrower in writing making of each such Agent Advance, which notice shall include a description the amount of such Agent Advance (I) when added to the aggregate outstanding amount of all other Agent Advances made to the ABL Borrowers at such time, would exceed 10% of the purpose Total Borrowing Base at such time (based on the Borrowing Base Certificate most recently delivered) (the “Agent Advance Amount”) or (II) when added to the Aggregate RL Facility Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Revolving Loan Commitment at such time. Without limitation Agent Advances may be made by the Administrative Agent in its sole discretion and the ABL Borrowers shall have no right whatsoever to its obligations require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the ABL Lenders pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to the principal balance of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a1.04(b).

Agent Advances. The Agent may from time In the event that the Borrower is unable to time make such disbursements and advances (“Agent Advances”) in an amount not comply with the conditions precedent to exceed, in the aggregate, the lesser of (x) $5,000,000 or (y) the product of (A) the Borrowing Base determined as of the date of the making of such advance Revolving Loans set forth in Section 3.2(a) (other than clauses (i) and (Bii)(x) 5.0%thereof), which the Lenders, subject to the immediately succeeding two provisos, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, solely in the event that the Administrative Agent in its sole discretion, Permitted Discretion deems necessary or desirable (A) to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (B) to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, includingincluding documented Expenses and fees which are invoiced in reasonable detail; provided that such Revolving Loans may only be made as Base Rate Loans (each, without limitationan “Agent Advance”), costsfor a period commencing on the date the Administrative Agent first receives a Funding Notice requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured by (y) the Collateral, shall bear interest at a rate per annum equal date the Borrower is again able to comply with the conditions precedent to the highest rate then applicable making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (z) the date the Requisite Lenders instruct the Administrative Agent to cease making Agent Advances; provided further, that the Administrative Agent shall not make any Agent Advance to the Loans and shall constitute Obligations hereunder. The Agent shall notify each Lender and extent that at the Borrower in writing time of each the making of such Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3I) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be when added to the principal balance aggregate outstanding amount of all other Agent Advances at such time, would exceed 10% of the Loans owed Aggregate Borrowing Base at such time or (II) the amount of such Agent Advance (after giving effect thereto) would cause the Revolving Exposure of any Lender to exceed the amount of such Lender’s Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrower shall have no right whatsoever to each such Lender. If such funds are not made available to require that any Agent Advances be made, provided that the Agent by such Lender by the end of such three (3) Business Day period, the Administrative Agent shall promptly notify the Borrower following the occurrence of an Agent Advance. Agent Advances will be entitled subject to recover such funds on demand from such Lender, together periodic settlement with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans Lenders pursuant to Section 2.02(a2.15(h).

Agent Advances. The (a) Subject to the limitations set forth in the provisos contained in this Section 2.18, the Administrative Agent may is hereby authorized by the Borrowers and the Lenders, from time to time make such disbursements and advances (“Agent Advances”) in an amount not to exceed, in the aggregateAdministrative Agent’s sole discretion, the lesser of (x) $5,000,000 or (y) the product of (A) after the Borrowing Base determined as occurrence of the date a Default or an Event of the making of such advance and Default, or (B) 5.0%at any time that any of the other applicable conditions precedent set forth in Article V have not been satisfied, to make Revolving Facility Loans to the Borrowers on behalf of the Lenders which the Administrative Agent, (1) in its sole discretionPermitted Discretion, deems necessary or desirable to preservepreserve or protect the Collateral, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, (2) in its Permitted Discretion, deems necessary or desirable to enhance the likelihood of, or maximize the amount of of, repayment by the Borrower of the Revolving Facility Loans and other Obligations ABL Credit Obligations, or (3) in its reasonable business judgment, deems necessary or desirable to pay any other amount chargeable to the Borrower Borrowers pursuant to the terms of this Agreement, including, without limitation, including costs, fees fees, and expensesexpenses as described in Section 10.04 (any of the advances described in the foregoing clauses (1) and (2) being hereinafter referred to as “Protective Advances”; any of the advances described in the foregoing clause (3) being hereinafter referred to as “Overadvances”, and such Overadvances together with any Protective Advances, collectively, “Agent Advances”); provided that (x) the Revolving Facility Credit Exposure (except for and excluding amounts charged to the Loan Account for interest, fees, or other expenses of the Lenders) after giving effect to any Agent Advance shall not exceed the Revolving Loan Limit and (y) Agent Advances outstanding and unpaid at no time will exceed 10% of the Borrowing Base then in effect in the aggregate; provided, further, that the Required Revolving Facility Lenders may revoke the Administrative Agent’s authorization contained in this Section 2.18 to make additional Overadvances at any time after any Overadvances have been outstanding for thirty (30) consecutive days, any such revocation to be in writing and to become effective upon the Administrative Agent’s receipt thereof provided further that no Protective Advances shall be revocable. (b) The Agent Advances shall be repayable on demand, shall be demand and secured by the Collateral Agent’s Liens in and to the Collateral, shall constitute Revolving Facility Loans and ABL Credit Obligations hereunder, and shall bear interest at a the rate per annum equal to the highest rate then applicable to the Base Rate Loans and shall constitute Obligations hereunderfrom time to time. The Administrative Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice shall include a description ; provided that any delay or failure of the purpose of Administrative Agent in providing any such Agent Advance. Without limitation notice to its obligations pursuant to Section 10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent, upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lxxxxx’s Pro Rata Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each any Lender shall be added to not result in any liability or constitute the principal balance breach of any duty or obligation of the Loans owed by the Borrower to each such Lender. If such funds are not made available to the Administrative Agent by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the and thereafter at the at the highest rate then in effect for the Loans pursuant to Section 2.02(a)hereunder.