Common use of Protective Advances and Optional Overadvances Clause in Contracts

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iii) to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), at any time (A) after the limitations 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 below in Section 3.2 are not satisfied, Administrative Agent and notwithstanding anything to the contrary in this Agreement, the each Co-Collateral Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Administrative Agent’s or such Co-Collateral Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Administrative Agent or either Co-Collateral Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount . Administrative Agent shall endeavor to give Borrowers prompt written notice of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iii) to the extent the making of any Protective Advances, but a failure of Administrative Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such Protective Advance causes to be ineffective. Notwithstanding the foregoing, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, and all Overadvances outstanding at any one time that there is sufficient Excess Availability and shall not exceed five percent (5%) of the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) belowMaximum Revolver Amount. The Agent’s Required Lenders may revoke the authorization of Administrative Agent and Co-Collateral Agents to make Protective Advances may be revoked at Advances, it being agreed that any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s thirty (30) days after receipt thereofof written notice to Administrative Agent and Co-Collateral Agents.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) . Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not at any time exceed ten percent (10%) 5% of the Aggregate Revolving Credit Commitment, Commitments. (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent and Agent may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 5% of the Borrowing Base on such Borrowing DateCommitments, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to eliminate, within a reasonable time, the outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything implemented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any In any event, unless otherwise agreed to by Agent and Required Lenders, Borrowers shall immediately repay Revolving Loans in an amount sufficient to eliminate all Overadvances that remain outstanding for more than 45 days. Agent shall not make any additional intentional Overadvances if Agent receives a written direction from Required Lenders that additional intentional Overadvances should not be made following such revocation must be in writing 45 day period. The foregoing provisions are meant for the benefit of the Lenders and shall become effective prospectively upon the Agent’s receipt thereof.Agent and are

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the Any contrary in provision of this AgreementAgreement or any other Loan Document notwithstanding, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion discretion, (but shall have absolutely no obligation to)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 5.02 are not satisfied, to make Revolving Credit Loans to to, or for the Borrowersbenefit of, Borrowers on behalf of the Revolving Lenders (in an aggregate amount for all Lenderssuch Revolving Loans taken together outstanding at any one time not exceeding the greater of (x) $37,500,000, which and (y) 10% of the Aggregate Commitment) that Agent, in its Permitted Discretion deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Revolving Credit Loans or Obligations (other Obligations or (iiithan the Bank Product Obligations) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4) and other sums payable under the Loan Documents (any of such the Revolving Credit Loans are herein described in this Section 2.16(a) shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of . Agent’s authorization to make Protective Advances outstanding may be revoked at any time shall not at by the Majority Lenders. Notwithstanding anything contained in this Agreement or any time exceed ten percent (10%) of other Loan Document to the Aggregate Revolving Credit Commitmentcontrary, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iii) to the extent that the making of any Protective Advance causes (i) the aggregate outstanding amount (without duplication) Effective Amount of Revolving Credit Loans (including Protective Advances) and L/C Obligations (except for and excluding amounts charged to the undrawn amount of all unexpired Letters of Credit Loan Account for interest, fees, or Lender Group Expenses) to exceed the Aggregate Commitment, or (ii) any Lender’s Proportionate Share of the Effective Amount of Revolving Credit Commitment on Loans (including Protective Advances) and L/C Obligations (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) to exceed such Borrowing DateLender’s Commitment, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof9.03.

Protective Advances and Optional Overadvances. Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time (aA) Subject to after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided . Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, (iiA) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110% of the Borrowing Base on such Borrowing Dateby more than $3,000,000, and (iiiB) after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 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 outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything implemented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any such revocation must The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers (or any other Loan Party), which shall continue to be bound by the provisions of Section 2.4(e)(i). 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. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon shall be payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in writing and shall become effective prospectively upon the Agent’s receipt thereof.DM3\7893162.1DM3\7893162.7

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplicationLoan Account for interest, fees, or Lender Group Expenses) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to does not exceed the Aggregate Revolving Credit Commitment on such Borrowing DateMaximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such portion of such Protective Advance excess, Agent shall be notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything excluding amounts charged to the contrary set forth Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in Section 2.2imminent harm to the Collateral or its value, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the which case Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing Overadvances and shall become effective prospectively upon the Agent’s receipt thereof.provide notice as promptly as practicable thereafter), and 65 125672876_9 151541717_6

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s 's sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4Lender Group Expenses) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “"Protective Advances”"); provided that (iA) the aggregate amount of Protective Advances plus Overadvances outstanding at any time shall not at any time exceed ten percent (10%) % of the Aggregate Revolving Credit Commitment, (iiB) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iiiC) to the extent in no event shall the making of any Protective Advance causes cause the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection clause (c) below. The Agent’s 's authorization to make Protective 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 Agent’s 's receipt thereof.

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4Lender Group Expenses) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “Protective Advances”); provided that (iA) the aggregate amount of Protective Advances plus Overadvances outstanding at any time shall not at any time exceed ten percent (1010.0%) of the Aggregate Revolving Credit Commitment, (iiB) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% one hundred and ten percent (110.0%) of the Borrowing Base on such Borrowing Date, and (iiiC) to the extent in no event shall the making of any Protective Advance causes cause the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Revolving Credit Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Revolving Credit Lenders to fund their risk participations described in subsection (cSection 2.15(c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 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 outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything implemented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such revocation must Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall be in writing and shall become effective prospectively upon the repayable on demand, secured by Agent’s receipt thereofLiens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans. The provisions of this Section 2.3(d) 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. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) . Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not at any time exceed ten percent (10%) 5% of the Aggregate Revolving Credit Commitment, Commitments. (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent and Agent may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 5% of the Borrowing Base on such Borrowing DateCommitments, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to eliminate, within a reasonable time, the outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything implemented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any In any event, unless otherwise agreed to by Agent and Required Lenders, Borrowers shall immediately repay Revolving Loans in an amount sufficient to eliminate all Overadvances that remain outstanding for more than 45 days. Agent shall not make any additional intentional Overadvances if Agent receives a written direction from Required Lenders that additional intentional Overadvances should not be made following such revocation must 45 day period. 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 in writing and shall become effective prospectively upon bound by the Agent’s receipt thereofprovisions of Section 2.4(e)(1).

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4Lender Group Expenses) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “Protective Advances”); provided that (iA) the aggregate amount of Protective Advances plus Overadvances outstanding at any time shall not at any time exceed ten percent (10%) % of the Aggregate Revolving Credit Commitment, (iiB) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iiiC) to the extent in no event shall the making of any Protective Advance causes cause the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection clause (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the Any contrary in provision of this AgreementAgreement or any other Loan Document notwithstanding, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion discretion, (but shall have absolutely no obligation to)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 5.02 are not satisfied, to make Revolving Credit Loans to to, or for the Borrowersbenefit of, Borrowers on behalf of the Revolving Lenders (in an aggregate amount for all Lenderssuch Revolving Loans taken together outstanding at any one time not exceeding the greater of (x) $45,000,000, which and (y) 10% of the Aggregate Commitment) that Agent, in its Permitted Discretion deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Revolving Credit Loans or Obligations (other Obligations or (iiithan the Bank Product Obligations) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4) and other sums payable under the Loan Documents (any of such the Revolving Credit Loans are herein described in this Section 2.16(a) shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of . Agent’s authorization to make Protective Advances outstanding may be revoked at any time shall not at by the Majority Lenders. Notwithstanding anything contained in this Agreement or any time exceed ten percent (10%) of other Loan Document to the Aggregate Revolving Credit Commitmentcontrary, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iii) to the extent that the making of any Protective Advance causes (i) the aggregate outstanding amount (without duplication) Effective Amount of Revolving Credit Loans (including Protective Advances) and L/C Obligations (except for and excluding amounts charged to the undrawn amount of all unexpired Letters of Credit Loan Account for interest, fees, or Lender Group Expenses) to exceed the Aggregate Commitment, or (ii) any Lender’s Proportionate Share of the Effective Amount of Revolving Credit Commitment on Loans (including Protective Advances) and L/C Obligations (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) to exceed such Borrowing DateLender’s Commitment, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof9.03.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s 's sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “"Protective Advances”"); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 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 outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the Agent’s sole benefit of the Lenders and separate account Agent and are not meant for the account benefit of any Lender Borrowers, which shall continue to be bound by the provisions of Section 2.4(e)(1). Agent's and shall be entitled to priority in repayment in accordance with Section 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s Swing Xxxxxx's authorization to make Protective Advances intentional Overadvances may be revoked at any time by the Required LendersLenders delivering written notice of such revocation to Agent. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s 's receipt thereof.. (iii) Each Protective Advance and each Overadvance (each, an "Extraordinary Advance") shall be deemed to be a Revolving Loan hereunder. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender's Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall be repayable on demand, secured by Agent's Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Daily Simple SOFR Loans. The provisions of this Section

Protective Advances and Optional Overadvances. (aii) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4Lender Group Expenses) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) % of the Aggregate Revolving Credit Commitment, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base on such Borrowing Date, and (iii) to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2this Agreement, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection clause (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such Xxx xxch revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, 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 this Section 2.3(d), 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 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 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 outstanding principal amount of the Revolving Loans 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. 62 166856726_9 (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 SOFR Loan. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Revolving Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance. The Extraordinary Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) 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. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the extent the making of any Protective contrary, no Extraordinary Advance causes may be made by Agent if such Extraordinary Advance would cause the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit Revolver Usage to exceed the Aggregate Revolving Credit Commitment on Maximum Revolver Amount or any Lender’s Pro Rata Share of the Revolver Usage to exceed such Borrowing Date, Xxxxxx’s Revolver Commitments; provided that Agent may make Extraordinary Advances in excess of the foregoing limitations so long as such portion Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Protective Advance shall be Xxxxxx’s Revolver Commitments are for the Agent’s sole and separate account and not for the account of any Lender. No Lender and shall be entitled have an obligation to priority in repayment in accordance settle with Section 10.5. Protective Agent for such Extraordinary Advances may be made even if that cause the conditions precedent aggregate Revolver Usage to Borrowing set forth exceed the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Xxxxxx’s Revolver Commitments as provided in Section 5.2 have not been satisfied2.3(e) (or Section 2.3(g), as applicable). Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.e)

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent the making of any Protective Advance causes the aggregate outstanding amount (without duplicationLoan Account for interest, fees, or Lender Group Expenses) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to does not exceed the Aggregate Revolving Credit Commitment on such Borrowing DateMaximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by this Section 2.3(d), regardless of the amount of, or reason for, such portion of such Protective Advance excess, Agent shall be notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything excluding amounts charged to the contrary set forth Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in Section 2.2, at any time that there is sufficient Excess Availability and imminent harm to the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.Collateral or its value,

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv) , at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers X xxxxxxxx and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect protec t the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as ““ Protective AdvancesAdvances ”); provided that (i) . N otwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, Maximum Credit. (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but sub ject to Section 2.3(d)(iv) , the Lenders hereby authorize Agent, and Agent may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so lo ng as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110% of the Borrowing Base on such Borrowing Dateby more than ten percent (10%) of the Maximum Credit, and (iiiB) after giving effect to such Revolving Loans, the outstanding Revolver Usa ge (except for and excluding amounts charged to the extent Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Credit. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the imm ediately 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 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 practic able thereafter), and the Lenders 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 outstanding principal amount of the Revolving Loa ns to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Commitment objects to the proposed terms of reduction or repayment of any Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything imple mented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any 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 shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g) , as applicable) for the amount of such revocation must be in writing Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overa dvances made as permitted under this Section 2.3(d)(ii) , and shall become effective prospectively upon any Overadvances resulting from the Agent’s receipt thereofcharging to the Loan Account of interest, fees, or Lender Group Expenses.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding, but in each case subject to Section 2.3(e)(iv), at any time (A) after the limitations 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 below in Section 3.2 are not satisfied, Administrative Agent and notwithstanding anything to the contrary in this Agreement, the Collateral Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Administrative Agent’s or Collateral Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Administrative Agent or Collateral Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(e)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”). Administrative Agent shall endeavor to give Borrowers prompt written notice of the making of any Protective Advances, but a failure of Administrative Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such Protective Advance to be ineffective. Notwithstanding the foregoing, the aggregate amount of all Protective Advances and all Overadvances outstanding at any one time shall not exceed five percent (5%) of the Maximum Revolver Amount. The Required Lenders may revoke the authorization of Administrative Agent and Collateral Agent to make Protective Advances, so long as any such revocation must be in writing and shall become effective prospectively thirty (30) days after receipt of written notice to Administrative Agent and Collateral Agent. (ii) Notwithstanding anything herein to the contrary, but subject to Section 2.3(e)(iv), Administrative Borrower may request, and Administrative Agent may, in its sole and absolute discretion, make, Revolving Loans to Borrowers at a time when the Revolver Usage exceed, or would exceed with the making of any such Revolving Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”); provided provided, however, that (ix) the aggregate amount of Protective Advances Overadvances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, (ii) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% of the Borrowing Base Base, (y) unless otherwise consented to by Required Lenders, Overadvances shall not be outstanding for more than 60 consecutive days and (z) unless otherwise consented to by all Revolving Lenders, no Overadvances shall be permitted to the extent that such Overadvances would cause the Revolver Usage to exceed the total Revolver Commitments. All Overadvances shall be repaid on such Borrowing Datedemand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Revolving Lenders ratably in accordance with their respective Pro Rata Shares. (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder and, all payments on the Extraordinary Advances shall be payable to Administrative Agent solely for its own account or for the account of Collateral Agent, as applicable. The Extraordinary Advances shall be payable upon written demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are SOFR Loans. The provisions of this Section 2.3(e) are for the exclusive benefit of Administrative Agent, Collateral Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (iiior any other Loan Party) in any way. (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Extraordinary Advance may be made by Administrative Agent or a Collateral Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 5% of the Maximum Revolver Amount; and (B) to the extent that the making of any Protective Extraordinary Advance causes the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit Revolver Usage to exceed the Aggregate Revolving Credit Commitment on such Borrowing DateMaximum Revolver Amount, such portion of such Protective Extraordinary Advance shall be for the Administrative Agent’s or Collateral Agent’s sole and separate account account, as applicable, and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 10.52.4(b). Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.f)

Protective Advances and Optional Overadvances. (a) Subject to the limitations set forth below and notwithstanding anything to the contrary in this Agreement, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Credit Loans to the Borrowers, on behalf of all Lenders, which Agent, in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in Section 12.4Lender Group Expenses) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein referred to as “Protective Advances”); provided that (iA) the aggregate amount of Protective Advances plus Overadvances outstanding at any time shall not at any time exceed ten percent (1010.0%) of the Aggregate Revolving Credit Commitment, (iiB) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall not exceed 110% one hundred and ten percent (110.0%) of the Borrowing Base on such Borrowing Date, and (iiiC) to the extent in no event shall the making of any Protective Advance causes cause the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything to the contrary set forth in Section 2.22.2(a), at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Revolving Credit Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Revolving Credit Lenders to fund their risk participations described in subsection (cSection 2.15(c) below. The Agent’s authorization to make Protective 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 Agent’s receipt thereof.

Protective Advances and Optional Overadvances. (ai) Subject Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any time (A) after the limitations 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 below and notwithstanding anything to the contrary in this AgreementSection 3 are not satisfied, the Agent hereby is authorized by the Borrowers and the Lenders, from time to time time, in the Agent’s sole discretion (but shall have absolutely no obligation to)discretion, to make Revolving Credit Loans to to, or for the benefit of, Borrowers, on behalf of all the Revolving Lenders, which that Agent, in its Permitted Discretion Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Credit Loans or other Obligations or (iii) to pay any other amount chargeable to or required to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees and expenses described in this Section 12.42.3(d)(i) and other sums payable under the Loan Documents (any of such Revolving Credit Loans are herein shall be referred to as “Protective Advances”); provided that (i) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed ten percent (10%) of the Aggregate Revolving Credit Commitment, . (ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentional ly, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Credit Loans, the aggregate outstanding amount (without duplication) of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit shall Revolver Usage does not exceed 110the Borrowing Base by more than 10% of the Borrowing Base on such Borrowing DateBase, and (iiiB) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the extent 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 this Section 2.3(d), 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 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 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 outstanding principal amount of the Revolving Loans 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 Protective Advance causes Overadvance, the aggregate outstanding amount (without duplication) terms of Revolving Credit Loans and the undrawn amount of all unexpired Letters of Credit to exceed the Aggregate Revolving Credit Commitment on such Borrowing Date, such portion of such Protective Advance reduction or repayment thereof shall be for the 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 10.5. Protective Advances may be made even if the conditions precedent to Borrowing set forth in Section 5.2 have not been satisfied. Notwithstanding anything implemented according to the contrary set forth in Section 2.2, at any time that there is sufficient Excess Availability and the conditions set forth in Section 5.2 have been satisfied, the Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in subsection (c) below. The Agent’s authorization to make Protective Advances may be revoked at any time by determination of the Required Lenders. Any such revocation must (iii) Each Protective Advance and each Overadvance (each, an “Extraordinary Advance”) shall be in writing and deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall become effective prospectively upon the Agent’s receipt thereof.be eligible to be a SOFR Loan. Prior to Settlement of any Extraordinary