Revolving Committed Amount. If at any time after the Effective Date, the sum of the aggregate Revolving Credit Outstandings shall exceed the Revolving Committed Amount (any such deficiency, an “Overadvance”), the Borrowers shall within 3 Business Days (unless such results from the consummation of Permitted Receivables Financing, then such mandatory prepayment shall occur on the date of the closing of such Permitted Receivables Financing) prepay the Revolving Loans and/or Swingline Loans or Cash Collateralize LC Obligations in an aggregate amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (ii) below); provided, however, if such Overadvance results from the Administrative Agent excluding Eligible Accounts solely based on its Permitted Discretion and based on no other exclusion(s) in [clauses (a) through (z)] of the definition of Eligible Accounts, or from the Administrative Agent reducing the advance rate pursuant to the definition of “Borrowing Base” and, in either or both cases, such exclusion(s) or reduction to the advance rate results in an

Repayments of Overadvances; Overadvances. If at any time the Revolving Loan Outstandings exceeds either the Revolving Loan Availability or the Total Revolving Loan Commitment, or any portion of the Revolving Loan Outstandings exceed any applicable sublimit within the Revolving Loan Availability, Borrowers shall immediately, and without the necessity of demand by Administrative Agent, pay to Administrative Agent such amount as may be necessary to eliminate such excess and Administrative Agent shall apply such payment to the Revolving Loans to eliminate such excess; provided that Administrative Agent may, in its sole discretion, permit such excess (the "Overadvance") to remain outstanding and continue to cause Revolving Loans to be advanced to Borrowers (including by the Swing Line Lender) without the consent of any Lender for a period of up to forty-five (45) calendar days, so long as # the amount of the Overadvances does not exceed at any time fifteen percent (15%) of the Total Revolving Loan Commitment, # the Revolving Loan Outstandings do not exceed the Total Revolving Loan Commitment, and # Administrative Agent has not been notified by Required Lenders to cease making such Revolving Loans. If the Overadvance is not repaid in full within forty-five (45) days of the initial occurrence of the Overadvance, no future advances may be made to Borrowers without the consent of Required Lenders until the Overadvance is repaid in full.

Except for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds the lesser of # the Aggregate Revolving Commitment and # the Borrowing Base, the Borrowers shall prepay the Revolving Loans, LC Disbursements and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to [Section 2.06(j)], as applicable, in an aggregate amount equal to such excess.