Overadvances If the outstanding aggregate Revolver Loans and L/C Obligations exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand, in writing, by Agent, but all such Revolver Loans and L/C Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, # when no other Event of Default is known to Agent, as long as # the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and # the Overadvance is not known by Agent to exceed $7,500,000; and # regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance # is not increased by more than $7,500,000, and # does not continue for more than 30 consecutive days; provided that the aggregate amount of all Overadvances outstanding under [clauses (a) and (b) above] shall not exceed $10,000,000. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower be deemed a beneficiary of this Section nor authorized to enforce any of its terms. Required Lenders may at any time revoke Agent’s authority to make further Overadvances under [clause (a) above] by written notice to Agent. Absent such a revocation, Agent’s determination that the funding of an Overadvance shall be conclusive.

Borrowing Base. If, at any time, the Revolver Usage on such date exceeds the lesser of the Borrowing Base or the Maximum Revolver Amount (any such excess being referred to as the “Overadvance”), then Borrowers shall, within one (1) Business Day, prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to any such excess, as applicable, except as otherwise provided with respect to any Protective Advance or Overadvance by Agent made in accordance with Section 2.3(d). Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Borrower Agent and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Advances or Letters of Credit, at any time that there exists an Overadvance.