Common use of Protective Advances and Optional Overadvances Clause in Contracts

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), at any time after the occurrence and during the continuance of a Default or an Event of Default, or that any of the other applicable conditions precedent set forth in Section 3.3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as such Tranche A Revolving Loans do not cause Revolver Usage to exceed the Maximum Revolver Amount (the Revolving Loans described in this Section 2.3(f)(i) shall be referred to as “Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in the Protective Advances outstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), if there is an Overadvance at any time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate principal amount of Overadvance Loans) to exceed the aggregate Revolver Commitments or (y) any Revolving Lenders’ Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. 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. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance). (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount. (v) The provisions of this Section 2.3(f) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), at any time after the occurrence and during the continuance of a Default or an Event of Default, or that any of the other applicable conditions precedent set forth in Section 3.3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as such Tranche A Revolving Loans do not cause Revolver Usage to exceed the Maximum Revolver Amount (the Revolving Loans described in this Section 2.3(f)(i) shall be referred to as “Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in the Protective Advances outstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), if there is an Overadvance at any time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate principal amount of Overadvance Loans) to exceed the aggregate Revolver Commitments or (y) any Revolving Lenders’ Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. 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. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance). (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Term SOFR Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount. (v) The provisions of this Section 2.3(f) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), at any time after the occurrence and during the continuance of a Default or an Event of Default, or that any of the other applicable conditions precedent set forth in Section 3.3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as such Tranche A Revolving Loans do not cause Revolver Usage to exceed the Maximum Revolver Amount (the Revolving Loans described in this Section 2.3(f)(i) shall be referred to as “Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in the Protective Advances outstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), if there is an Overadvance at any time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate principal amount of Overadvance Loans) to exceed the aggregate Revolver Commitments or (y) any Revolving Lenders’ Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. 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. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance). (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate RateTerm SOFR Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount. (v) The provisions of this Section 2.3(f) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), at any time after the occurrence and during the continuance of a Default or an Event of Default, or that any of the other applicable conditions precedent set forth in Section 3.3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as such Tranche A Revolving Loans do not cause Revolver Usage to exceed the Maximum Revolver Amount (the Revolving Loans described in this Section 2.3(f)(i) shall be referred to as “Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in the Protective Advances outstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), if there is an Overadvance at any time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate principal amount of Overadvance Loans) to exceed the aggregate Revolver Commitments or (y) any Revolving Lenders’ Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. 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. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance). (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Loan Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount. (v) The provisions of this Section 2.3(f) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), at any time after the occurrence and during the continuance of a Default or an Event of Default, or that any of the other applicable conditions precedent set forth in Section 3.3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to (i) make Tranche A U.S. Revolving Loans in Dollars that are Base Rate Loans to, or for the benefit of, the U.S. Borrowers, on behalf of the U.S. Revolving Lenders, or (ii) make Tranche A Multicurrency Revolving Loans in (x) Dollars that are Base Rate Loans or (y) in Canadian Dollars that are Canadian Prime Rate Loans to, or for the benefit of, the Canadian Borrowers, in each case, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as any such Tranche A U.S. Revolving Loans do not cause U.S. Revolver Usage to exceed the Maximum U.S. Revolver Amount and any such Tranche A Multicurrency Revolving Loans do not cause Multicurrency Revolver Usage to exceed the Maximum Multicurrency Revolver Amount, as applicable (the Revolving Loans described in this Section 2.3(f)(i) shall be referred to as “U.S. Protective Advances” or “Multicurrency Protective Advances”, as applicable, and the U.S. Protective Advances and the Multicurrency Protective Advances shall be referred to collectively as “Protective Advances”). The U.S. Revolving Lenders shall participate on a pro rata basis in the U.S. Protective Advances outstanding from time to time and the Tranche A Multicurrency Revolving Lenders shall participate on a pro rata basis in the Multicurrency Protective Advances outstanding from time to time. The Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance). (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv), if there is an ana U.S. Overadvance or a Multicurrency Overadvance at any time, the excess amount shall be payable by the U.S. Borrowers or the Canadian Borrowers, as applicable, within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the applicable Borrowers secured by the applicable Collateral of the applicable Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the U.S. Revolving Lenders or the Tranche A Multicurrency Revolving Lenders, as applicable, to honor requests for U.S. Overadvance Loans or Multicurrency Overadvance Loans, as applicable and to forbear from requiring the applicable Borrowers to cure an ansuch Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the applicable Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the applicable Overadvance is not known by Agent to exceed 5.0% of the Maximum U.S. Revolver Amount or the Maximum Multicurrency Revolver Amount, as applicable, and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) U.S. Revolver Usage or Multicurrency Revolver Usage (including for this purpose, the aggregate principal amount of U.S. Overadvance Loans or Multicurrency Overadvance Loans, as applicable) to exceed the aggregate Tranche A U.S. Revolver Commitments or the aggregate Tranche A Multicurrency Revolver Commitments, as applicable, (y) any U.S. Revolving Lenders’ Pro Rata Share of U.S. Revolver Usage (including, for this purpose, the aggregate principal amount of U.S. Overadvance Loans) to exceed its Tranche A U.S. Revolver Commitment (z) any Tranche A Multicurrency Revolving Lenders’ Pro Rata Share of Tranche A Multicurrency Revolver Usage (including, for this purpose, the aggregate principal amount of Multicurrency Overadvance Loans) to exceed its Tranche A Multicurrency Revolver Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or the applicable Lenders of the Event of Default caused thereby. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance). (iii) (A) Each U.S. Protective Advance and each U.S. Overadvance (each, an ana “U.S. Extraordinary Advance”) shall be deemed to be a Tranche A U.S. Revolving Loan hereunder, except that no U.S. Extraordinary Advance shall be eligible to be a LIBOR Rate Term SOFR Loan and,, (B) each Multicurrency Protective Advance and each Multicurrency Overadvance (each, a “Multicurrency Extraordinary Advance”) shall be deemed to be a Tranche A Multicurrency Revolving Loan hereunder, except that no Multicurrency Extraordinary Advance shall be eligible to be a Term SOFR Loan or a Term CORRA Loan and (C) prior to Settlement therefor, all payments on the theany U.S. Extraordinary Advances or Multicurrency Extraordinary Advances shall be payable to Agent solely for its own account. The U.S. Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the LoanU.S. Collateral Documents by the U.S. Loan DocumentsParties, constitute U.S. Obligations hereunder, and bear interest at the rate applicable from time to time to U.S. Revolving Loans that are Base Rate Loans. The Multicurrency Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Collateral Documents, constitute Multicurrency Obligations hereunder, and bear interest at the rate applicable from time to time to Tranche A Multicurrency Revolving Loans that are Canadian Base Rate Loans (if such Loan is in Dollars) or Canadian Prime Rate Loans (if such Loan is in Canadian Dollars). (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no(A) no U.S. Extraordinary Advance may be made by Agent if such U.S. Extraordinary Advance would cause the aggregate principal amount of U.S. Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum U.S. Revolver Amount and (B) no Multicurrency Extraordinary Advance may be made by Agent if such Multicurrency Extraordinary Advance would cause the aggregate principal amount of Multicurrency Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Multicurrency Revolver Amount. (v) The provisions of this Section 2.3(f) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstandingAgent hereby is authorized by U.S. Borrowers and the Lenders, but subject from time to Section 2.3(f)(iv)time in Agent's sole discretion, at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3.3 3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion, to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, U.S. Advances to U.S. Borrowers on behalf of the Revolving Lenders, Lenders that Agent, in its Permitted Discretion, Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the U.S. Obligations (other than the Bank Product Obligations), so long as such Tranche A Revolving Loans do not cause Revolver Usage or (3) to exceed pay any other amount chargeable to U.S. Borrowers pursuant to the Maximum Revolver Amount terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 9 (any of the Revolving Loans Advances described in this Section 2.3(f)(i2.3(d)(i) shall be referred to as “"U.S. Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in the Protective Advances outstanding from time to time. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance"). (ii) Agent hereby is authorized by U.K. Borrower and the Lenders, from time to time in Agent's sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make U.K. Advances to U.K. Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral owned by the U.K. Loan Parties, or any portion thereof, (2) to enhance the likelihood of repayment of the U.K. Obligations, or (3) to pay any other amount chargeable to U.K. Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 9 (any of the Advances described in this Section 2.3(d)(ii) shall be referred to as "U.K. Protective Advances"). (iii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent, U.S. Swing Lender, or U.K. Swing Lender as applicable, and Agent, U.K. Swing Lender or U.S. Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances, (1) the outstanding U.S. Revolver Usage does not exceed the U.S. Borrowing Base by more than $2,500,000, and (2) the outstanding U.K. Revolver Usage does not exceed the U.K. Borrowing Base by more than $2,500,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any other additional) intentional Overadvances (except for and excluding amounts charged to the Loan Document notwithstandingAccount for interest, but subject fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to Section 2.3(f)(ivthe Collateral or its value), if there is an Overadvance at any and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate outstanding principal amount of Overadvance Loansthe Advances to Borrowers to an amount permitted by the preceding paragraph. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) to exceed for the aggregate Revolver Commitments or (y) any Revolving Lenders’ amount of such Lender's Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(iii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lenders of the Event of Default caused thereby. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance)Lender Group Expenses. (iiiiv) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan an Advance hereunder, except that no Extraordinary Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, and all payments on the Extraordinary U.S. Protective Advances and the U.K. Protective Advances shall be payable to Agent solely for its own account. The Extraordinary Protective Advances and Overadvances shall be repayable within one (1) Business Day of demand thereofon demand, secured by the Agent's Liens granted under (provided that the U.S. Protective Advances and Overadvances to U.S. Borrowers shall only be secured by Collateral owned by U.S. Loan DocumentsParties), constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount. (v) . The provisions of this Section 2.3(f2.3(d) are for the exclusive benefit of Agent, Swing LenderLenders, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) Borrower in any way.

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Agent hereby is authorized by US Loan Document notwithstandingParties and the Lenders, but subject from time to Section 2.3(f)(iv)time in Agent’s sole and reasonable discretion, at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3.3 3 are not satisfied, Agent hereby is authorized by satisfied (unless waived in accordance with the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretionterms of this Agreement), to make Tranche A Revolving Loans that are Base Rate Loans to, or for the benefit of, the Borrowers, US Advances to US Borrowers on behalf of the Revolving Lenders, Lenders that Agent, in its Permitted Discretion, Discretion deems necessary or desirable (1) to preserve or protect the CollateralCollateral owned by the US Loan Parties, or any portion thereof, or (2) to enhance the collectability or likelihood of repayment of the US Obligations (other than the Bank Product Obligations), so long as such Tranche A Revolving Loans do not cause Revolver Usage or (3) to exceed pay any other amount chargeable to US Loan Parties pursuant to the Maximum Revolver Amount terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 9 (any of the Revolving Loans Advances described in this Section 2.3(f)(i2.3(d)(i) shall be referred to as “US Protective Advances”). (ii) Agent hereby is authorized by UK Loan Parties and the Lenders, from time to time in Agent’s sole and reasonable discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied (unless waived in accordance with the terms of this Agreement), to make UK Advances to UK Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral owned by the UK Loan Parties, or any portion thereof, (2) to enhance the likelihood of repayment of the UK Obligations, or (3) to pay any other amount chargeable to UK Loan Parties pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 9 (any of the Advances described in this Section 2.3(d)(ii) shall be referred to as “UK Protective Advances”). The Revolving Lenders shall participate on a pro rata basis in Notwithstanding the foregoing, the aggregate outstanding principal amount of the sum of the US Protective Advances outstanding from time to time. Required Lenders may and UK Protective Advances shall not exceed $7,500,000 at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance)time. (iiiii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent, US Swing Lender or UK Swing Lender, as applicable, and Agent, UK Swing Lender or US Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Advances (including any Protective Advances that constitute Overadvances), (x) the aggregate outstanding principal amount of such UK Advances that constitute Overadvances that is in excess of the amount of US Availability, plus (y) the aggregate outstanding principal amount of such US Advances that constitute Overadvances, shall not exceed $7,500,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any other additional) intentional Overadvances (except for and excluding amounts charged to the Loan Document notwithstandingAccount for interest, but subject fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to Section 2.3(f)(ivthe Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), if there is an Overadvance at any and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5.0% of the Maximum Revolver Amount and (b) 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) Revolver Usage (including for this purpose, the aggregate outstanding principal amount of Overadvance Loansthe Advances to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) to exceed (or Section 2.3(g), as applicable) for the aggregate Revolver Commitments or (y) any Revolving Lenders’ amount of such Lender’s Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(iii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lenders of the Event of Default caused thereby. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance)Lender Group Expenses. (iiiiv) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan an Advance hereunder, except that no Extraordinary Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary US Protective Advances and the UK Protective Advances shall be payable to Agent solely for its own account. The Extraordinary Protective Advances and Overadvances shall be repayable within one (1) Business Day of demand thereofon demand, secured by the Agent’s Liens granted under (provided that the US Protective Advances and Overadvances to US Borrowers shall only be secured by Collateral owned by US Loan DocumentsParties), constitute Obligations hereunder, and bear interest at the rate applicable Floating Rate from time to time time. The ability of Agent to Revolving Loans that make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances. For the avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective Advances. The provisions of this Section 2.3(d) are Base Rate Loansfor the exclusive benefit of Agent, Swing Lenders, and the Lenders and are not intended to benefit any Borrower in any way. (ivv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, : (A) no Extraordinary Overadvance or Protective Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Overadvances and Protective Advances outstanding to exceed an amount equal to ten percent (10% %) of the Maximum Revolver Amount. ; and (vB) The provisions to the extent any Protective Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of this Section 2.3(f) are such Protective Advance shall be for Agent’s sole and separate account and not for the exclusive benefit account of Agent, Swing Lender, any Lender and the Lenders and are not intended shall be entitled to benefit Borrowers (or any other Loan Party) priority in any wayrepayment in accordance with Section 2.4(b).

Protective Advances and Optional Overadvances. (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv2.3(d)(iv), at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Section 3.3 3 are not satisfied, Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in Agent’s Permitted Discretion's sole discretion, to make Tranche A US Revolving Loans that are Base Rate Loans to, or for the benefit of, the US Borrowers, Canadian Revolving Loans to, or for the benefit of Canadian Borrower, Belgian Revolving Loans to, or for the benefit of Belgian Borrower and/or German Revolving Loans to, or for the benefit of German Borrower, in each case on behalf of the applicable Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, thereof or (2) to enhance the collectability or likelihood of repayment of the Obligations, so long as such Tranche A Revolving Loans do not cause Revolver Usage to exceed other than the Maximum Revolver Amount Bank Product Obligations (the US Revolving Loans described in this Section 2.3(f)(i2.3(d)(i) shall be referred to as “"US Protective Advances”", Canadian Revolving Loans described in this Section 2.3(d)(i) shall be referred to as the "Canadian Protective Advances", Belgian Revolving Loans described in this Section 2.3(d)(i) shall be referred to as the "Belgian Protective Advances"<) > and the German Revolving Loans described in this Section 2.3(d)(i) shall be referred to as the "German Protective Advances"). The Revolving Lenders shall participate on a pro rata basis in Notwithstanding the foregoing, without the prior written consent of Required Lenders, the aggregate Dollar Equivalent amount of all Protective Advances outstanding from time to time. Required Lenders may at any one time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Agent shall use reasonable efforts to notify Parent of the existence of any Protective Advance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Protective Advance)not exceed $22,500,000. (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(f)(iv2.3(d)(iv), if there the Lenders hereby authorize Agent or applicable Swing Lender, as applicable, and either Agent or the applicable Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make US Revolving Loans to US Borrowers, Canadian Revolving Loans to Canadian Borrower, Belgian Revolving Loans to Belgian Borrower and German Revolving Loans to German Borrower notwithstanding that an Overadvance at any timeexists or would be created thereby, the excess amount shall be payable by the Borrowers within one (1) Business Day after receipt of demand from Agent, but all such Revolving Loans shall nevertheless constitute Obligations of the Borrowers secured by the applicable Collateral of the Loan Parties and entitled to all benefits of the Loan Documents. Agent may require the Revolving Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as so long as (A) with respect to any such US Revolving Loan, (i) after giving effect to such US Revolving Loans, the Overadvance outstanding US Revolver Usage does not continue for not, unless Required ​ Lenders otherwise consent, exceed the US Borrowing Base by more than 30 consecutive days (and no Overadvance may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required)$<22,500,000>30,000,000, and (ii) after giving effect to such US Revolving Loans, the Overadvance is not known by Agent to exceed 5.0% sum of the outstanding US Revolver Usage (except for and excluding amounts charged to the US Loan Account for interest, fees, or Lender Group Expenses) and the Dollar Equivalent of the Canadian Revolver Usage (except for and excluding amounts charged to the Canadian Loan Account for interest, fees, or Lender Group Expenses), Belgian Revolver Usage (except for and excluding amounts charged to the Belgian Loan Account for interest, fees, or Lender Group Expenses) and German Revolver Usage (except for and excluding amounts charged to the German Loan Account for interest, fees, or Lender Group Expenses) does not exceed the <US >Maximum Revolver Amount, (B) with respect to any such Canadian Revolving Loans, (i) after giving effect to such Canadian Revolving Loans, the Dollar Equivalent of the outstanding Canadian Revolver Usage (except for and excluding amounts charged to the Canadian Loan Account for interest, fees, or Lender Group Expenses) does not, unless Required Lenders otherwise consent, exceed the Canadian Borrowing Base by more than $<2,500,000>3,500,000, and (ii) after giving effect to such Canadian Revolving Loans, the sum of the Dollar Equivalent of the outstanding Canadian Revolver Usage (except for and excluding amounts charged to the Canadian Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Canadian Maximum Revolver Amount, (C) with respect to any such Belgian Revolving Loans, (i) after giving effect to such Belgian Revolving Loans, the Dollar Equivalent of the outstanding Belgian Revolver Usage (except for and excluding amounts charged to the Belgian Loan Account for interest, fees, or Lender Group Expenses) does not, unless Required Lenders otherwise consent, exceed the Belgian Borrowing Base by more than €3,000,000, and (ii) after giving effect to such Belgian Revolving Loans, the sum of the Dollar Equivalent of the outstanding Belgian Revolver Usage (except for and excluding amounts charged to the Canadian Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Belgian Maximum Revolver Amount and (bD) regardless with respect to any such German Revolving Loans, (i) after giving effect to such German Revolving Loans, the Dollar Equivalent 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 and does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (x) outstanding German Revolver Usage (including except for this purposeand excluding amounts charged to the German Loan Account for interest, fees, or Lender Group Expenses) does not, unless Required Lenders otherwise consent, exceed the German Borrowing Base by more than €6,000,000, and (ii) after giving effect to such German Revolving Loans, the aggregate sum of the Dollar Equivalent of the outstanding German Revolver Usage (except for and excluding amounts charged to the German Loan Account for interest, fees, or Lender Group Expenses) does not exceed the German Maximum Revolver Amount. In the event Agent obtains actual knowledge that the US Revolver Usage, Canadian Revolver Usage, Belgian Revolver Usage or German Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such ​ Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with the Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with the applicable Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of Overadvance Loansthe applicable Revolving Loans to such Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.4(e). Each Lender with a Revolver Commitment shall be obligated to make Revolving Loans in accordance with Section 2.3(c), or settle Overadvances made by Agent with Agent as provided in Section 2.3(e) to exceed (or Section 2.3(g), as applicable) for, the aggregate Revolver Commitments or (y) any Revolving Lenders’ amount of such Lender's Pro Rata Share of Revolver Usage (including, for this purpose, the aggregate principal amount of Overadvance Loans) to exceed its Revolver Commitment. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the applicable Loan Account of interest, fees, or Lenders of the Event of Default caused thereby. Agent shall use reasonable efforts to notify Parent of the existence of any Overadvance on or about the date when made (it being understood that the failure to provide such notification to Parent shall have no effect on such Overadvance)Lender Group Expenses. (iii) Each US Protective Advance and each US Overadvance (each, an “a "US Extraordinary Advance”") shall be deemed to be a US Revolving Loan hereunder, except that no each Canadian Protective Advance and each Canadian Overadvance (each, a "Canadian Extraordinary Advance") shall be deemed to be a Canadian Revolving Loan hereunder, each Belgian Protective Advance and each Belgian Overadvance (each, a "Belgian Extraordinary Advance") shall be deemed to be a Belgian Revolving Loan hereunder and each German Protective Advance and each German Overadvance (each, a "German Extraordinary Advance") shall be deemed to be a German Revolving Loan hereunder. No Extraordinary Advance shall be eligible to be a LIBOR Non-Base Rate Loan and, prior Loan. Prior to Settlement thereforwith respect to any Extraordinary Advances, all payments on the Extraordinary Advances Advances, including interest thereon, shall be payable to Agent solely for its own account. The US Extraordinary Advances shall be repayable within one (1) Business Day of demand thereof, secured by the Liens granted under the Loan Documentson demand, constitute US Obligations hereunder, and bear interest at the rate applicable from time to time to US Revolving Loans bearing that are Base Rate Loans. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to , the contrary, no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Canadian Extraordinary Advances outstanding shall be repayable on demand, constitute Canadian Obligations hereunder, and bear interest at the rate applicable from time to exceed an amount equal time to 10% of Canadian Revolving Loans bearing that are Base Rate Loans, the Maximum Revolver Amount. (v) Belgian Extraordinary Advances shall be repayable on demand, constitute Belgian Obligations hereunder, and bear interest at the rate applicable from time to time to Belgian Revolving Loans bearing that are Base Rate Loans and the German Extraordinary Advances shall be repayable on demand, constitute German Obligations hereunder, and bear interest at the rate applicable from time to time to German Revolving Loans bearing that are Base Rate Loans. The provisions of this Section 2.3(f2.3(d) are for the exclusive benefit of Agent, the Swing LenderLenders, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, unless Required Lenders otherwise consent: (A) no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate Dollar Equivalent principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the <US >Maximum Revolver Amount; and (B) to the extent that the making of any Protective Advance causes the aggregate Dollar Equivalent Revolver Usage to exceed the <US >Maximum Revolver Amount, such portion of such Protective Advance shall be for Agent's sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.4(b).