Common use of Protective Advances and Overadvances Clause in Contracts

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Borrower, on behalf of all Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived, including any failure by the Borrower to comply with the requirements set forth in Section 2.02, which the Administrative Agent 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 Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the Aggregate Credit Facility Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Protective Advance, and is not known by the Administrative Agent to exceed, together with Overadvances described in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.03(b).

Protective Advances and Overadvances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the Borrower Borrowers and the Tranche A Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the BorrowerBorrowers of a Borrower Group, on behalf of all Applicable Lenders regardless of with respect to such Borrower Group whether or not any condition precedent set forth in Section 4.02 has been satisfied or waived, including any the failure by the Borrower to comply with the requirements conditions set forth in Section 2.022.01, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (ix) to preserve or protect the Collateral, or any portion thereof, (iiy) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiz) to pay any other amount chargeable to or required to be paid by the Borrowers within such Borrower Group pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable by the Borrowers within such Borrower Group under the Loan Documents (each such LoanLoan made to the U.S. Borrowers, a “U.S. Protective Advance”; each such Loan made to a Canadian Borrower, a “Canadian Protective Advance”; and U.S. Protective Advances and Canadian Protective Advances, “Protective Advances” and each a “Protective Advance”). Any U.S. Protective Advance may be made in a principal amount that would cause the Aggregate Credit Facility aggregate U.S. Revolving Exposure to exceed the U.S. Borrowing Base; provided that no U.S. Protective Advance may be made to the extent that, after giving effect to such U.S. Protective Advance (together with the outstanding principal amount of any outstanding all other U.S. Protective Advances), the aggregate principal amount of U.S. Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed U.S. Protective Advance, and is not known by the Administrative Agent to exceed, together with U.S. Overadvances described in Section 2.03(c2.04(c), 10.010% of the Maximum Borrowing Amount, U.S. Revolving Commitments at such time; provided, furtheror to exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period, and provided further that, (i) the aggregate amount of outstanding U.S. Protective Advances plus any U.S. Overadvances described in Section 2.03(c2.04(c) plus the aggregate of all other U.S. Revolving Facility Exposure shall not exceed the aggregate Total total U.S. Revolving Commitments. Any Canadian Protective Advance may be made in a principal amount that would cause the aggregate Canadian Revolving Exposure to exceed the Canadian Borrowing Base; provided that no Canadian Protective Advance may be made to the extent that, after giving effect to such Canadian Protective Advance (together with the outstanding principal amount of all other Canadian Protective Advances), the aggregate Dollar Equivalent Amount of principal amount of Canadian Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Canadian Protective Advance, and is not known by the Agent to exceed, together with Canadian Overadvances described in Section 2.04(c), 10% of the Canadian Revolving Commitments at such time, or to exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period, and (iiprovided further that, the aggregate Dollar Equivalent Amount of outstanding Canadian Protective Advances plus Dollar Equivalent Amount of any Canadian Overadvances described in Section 2.04(c) plus the aggregate Dollar Equivalent Amount of all other Canadian Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lenderaggregate total Canadian Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Applicable Lenders with respect to a Borrower Group of any Protective Advance or OveradvanceOveradvance made by it to a Borrower within such Borrower Group. Each The U.S. Protective Advance Advances shall be secured by the Agent’s Liens in favor on the U.S. Collateral securing payment of the Administrative Agent in and to the Collateral U.S. Obligations and shall constitute ABR Loans and U.S. Obligations hereunder. The Administrative Canadian Protective Advances shall be made by the Agent through its Canada branch and shall be secured by the Agent’s Liens on the Collateral securing payment of the Canadian Obligations and shall constitute Canadian Prime Rate Loans, if funded in Canadian Dollars, or Canadian Base Rate Loans, if funded in Dollars, and Canadian Obligations hereunder. 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative any Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Revolving Applicable Lenders with respect to a Borrower Group to make a Tranche A Revolving Loan to repay a Protective AdvanceAdvance made by the Agent to a Borrower within such Borrower Group. At any other time, the Administrative Agent may require the Applicable Lenders with respect to such Borrower Group to fund their risk participations described in Section 2.03(b2.04(b).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion of the Administrative Agent (but but, in any such case, none of them shall have absolutely no obligation), any obligation to) to make Loans in Dollars to the Borrower, Borrower on behalf of all the Revolving Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived(each such Loan, including any failure by the Borrower to comply with the requirements set forth in Section 2.02a “Protective Advance”), which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (iA) to preserve or protect the Collateral, or any portion thereof, (iiB) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Secured Obligations, or (iiiC) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (each such Loanincluding costs, a “Protective Advance”). Any Protective Advance may be made fees, and expenses as described in a principal amount that would cause Section 9.03) and other sums payable under the Aggregate Credit Facility Exposure to exceed the Borrowing BaseLoan Documents; provided that no the aggregate amount of outstanding Protective Advance may be made to the extent that, after giving effect to such Protective Advance Advances (taken together with Overadvances under Section 2.08(c) below under the outstanding principal amount Facility) shall not, at any time, exceed (x) 10% of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, Borrowing Base as determined on the date of such proposed Protective Advance, and is not known by the Administrative Agent Advance or (y) when added to exceed, together with Overadvances described in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed all the Revolving Commitment of such LenderLenders, the aggregate Commitments. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to Protective Advances may be made even if the Lenders of any conditions precedent set forth in Section 4.02 have not been satisfied. All Protective Advance or Overadvance. Each Protective Advance Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunderABR Borrowings. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Lenders under the Facility to make a Revolving Loan Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund fund, in the currency in which the applicable Protective Advance was denominated, their risk participations participation described in Section 2.03(b2.08(b).

Protective Advances and Overadvances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the BorrowerBorrowers, on behalf of all Lenders regardless of whether or not any condition precedent set forth in Section 4.02 has not been satisfied or waived, including any the failure by the Borrower to comply with the requirements conditions set forth in Section 2.022.01, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (ix) to preserve or protect the Collateral, or any portion thereof, (iiy) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiz) to pay any other amount chargeable to or required to be paid by the Borrower Borrowers pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the Aggregate Credit Facility aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Protective Advance, and is not known by the Administrative Agent to exceed, together with Overadvances described in Section 2.03(c2.04(c), 10.010% of the Maximum Borrowing Amount, Revolving Commitments at such time; provided, furtheror to exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period, and provided further that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c2.04(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) total Commitments. Protective Advances may be made even if the Revolving Exposure of any Lender shall conditions precedent set forth in Section 4.02 have not exceed the Revolving Commitment of such Lenderbeen satisfied or waived. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.03(b2.04(b).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion of the Administrative Agent (but but, in any such case, none of them shall have absolutely no obligation), any obligation to) to make Loans in Dollars to the Borrower, Borrower on behalf of all the Revolving Credit Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived(each such Loan, including any failure by the Borrower to comply with the requirements set forth in Section 2.02a “Protective Advance”), which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (iA) to preserve or protect the Collateral, or any portion thereof, (iiB) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiC) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (each such Loanincluding costs, a “Protective Advance”). Any Protective Advance may be made fees, and expenses as described in a principal amount that would cause Section 13.5) and other sums payable under the Aggregate Credit Facility Exposure to exceed the Borrowing BaseDocuments; provided that no (1) the aggregate amount of outstanding Protective Advance may be made to the extent that, after giving effect to such Protective Advance Advances (taken together with Overadvances under Section 2.15(c)) shall not, at any time, exceed (x) 10% of the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, Borrowing Base as determined on the date of such proposed Protective AdvanceAdvance or (y) when added to the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders, and is not known by the Administrative Agent to exceed, together with Overadvances described aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding 7 have not been satisfied. All Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunderABR Loans. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 7 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Credit Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund fund, in Dollars, their risk participations participation described in Section 2.03(b2.15(c).

Protective Advances and Overadvances. (a) Subject to the limitations set forth belowbelow (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the BorrowerBorrowers of a Borrower Group, on behalf of all Applicable Lenders regardless of with respect to such Borrower Group whether or not any condition precedent set forth in Section 4.02 has been satisfied or waived, including any the failure by the Borrower to comply with the requirements conditions set forth in Section 2.022.01, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (ix) to preserve or protect the Collateral, or any portion thereof, (iiy) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiz) to pay any other amount chargeable to or required to be paid by the Borrowers within such Borrower Group pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable by the Borrowers within such Borrower Group under the Loan Documents (each such LoanLoan made to the U.S. Borrowers, a “U.S. Protective Advance”; each such Loan made to a Canadian Borrower, a “Canadian Protective Advance”; and U.S. Protective Advances and Canadian Protective Advances, “Protective Advances” and each a “Protective Advance”). Any U.S. Protective Advance may be made in a principal amount that would cause the Aggregate Credit Facility aggregate U.S. Revolving Exposure to exceed the U.S. Borrowing Base; provided that no U.S. Protective Advance may be made to the extent that, after giving effect to such U.S. Protective Advance (together with the outstanding principal amount of any outstanding all other U.S. Protective Advances), the aggregate principal amount of U.S. Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed U.S. Protective Advance, and is not known by the Administrative Agent to exceed, together with U.S. Overadvances described in Section 2.03(c2.04(c), 10.010% of the Maximum Borrowing Amount, U.S. Revolving Commitments at such time; provided, furtheror to exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period, and provided further that, (i) the aggregate amount of outstanding U.S. Protective Advances plus any U.S. Overadvances described in Section 2.03(c2.04(c) plus the aggregate of all other U.S. Revolving Facility Exposure shall not exceed the aggregate Total total U.S. Commitments. Any Canadian Protective Advance may be made in a principal amount that would cause the aggregate Canadian Revolving Exposure to exceed the Canadian Borrowing Base; provided that no Canadian Protective Advance may be made to the extent that, after giving effect to such Canadian Protective Advance (together with the outstanding principal amount of all other Canadian Protective Advances), the aggregate Dollar Equivalent Amount of principal amount of Canadian Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Canadian Protective Advance, and is not known by the Agent to exceed, together with Canadian Overadvances described in Section 2.04(c), 10% of the Canadian Revolving Commitments at such time, or to exist for more than thirty (30) consecutive Business Days or more than forty-five (45) Business Days in any twelve month period, and (iiprovided further that, the aggregate Dollar Equivalent Amount of outstanding Canadian Protective Advances plus Dollar Equivalent Amount of any Canadian Overadvances described in Section 2.04(c) plus the aggregate Dollar Equivalent Amount of all other Canadian Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lenderaggregate total Canadian Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Applicable Lenders with respect to a Borrower Group of any Protective Advance or OveradvanceOveradvance made by it to a Borrower within such Borrower Group. Each The U.S. Protective Advance Advances shall be secured by the Agent’s Liens in favor on the U.S. Collateral securing payment of the Administrative Agent in and to the Collateral U.S. Obligations and shall constitute ABR Loans and U.S. Obligations hereunder. The Administrative Canadian Protective Advances shall be made by the Agent through its Canada branch and shall be secured by the Agent’s Liens on the Collateral securing payment of the Canadian Obligations and shall constitute Canadian Prime Rate Loans, if funded in Canadian Dollars, or Canadian Base Rate Loans, if funded in Dollars, and Canadian Obligations hereunder. 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative any Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Revolving Applicable Lenders with respect to a Borrower Group to make a Revolving Loan to repay a Protective AdvanceAdvance made by the Agent to a Borrower within such Borrower Group. At any other time, the Administrative Agent may require the Applicable Lenders with respect to such Borrower Group to fund their risk participations described in Section 2.03(b2.04(b).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationobligation to), to make Loans to the Borrower, on behalf of all Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived, including any failure by the Borrower to comply with the requirements set forth in Section 2.02Lenders, which the Administrative Agent 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 Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (each including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loan, a Loans are herein referred to as “Protective AdvanceAdvances”). Any Protective Advance may be made in a principal amount that would cause the Aggregate Credit Facility Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Protective Advance, and is at any time shall not known by the Administrative Agent to exceed, together with Overadvances described in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such timeany time exceed $5,000,000; provided, further, provided further that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) unused Commitments. Protective Advances may be made even if the Revolving Exposure of any Lender shall conditions precedent set forth in Section 4.02 have not exceed the Revolving Commitment of such Lenderbeen satisfied. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.03(b2.04(c).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make Revolving Loans to the Borrower, on behalf of all Lenders regardless Lenders, in an aggregate amount outstanding at any time not to exceed 10% of whether any condition precedent set forth in Section 4.02 has been satisfied or waived, including any failure by the Borrower to comply with the requirements set forth in Section 2.02Aggregate Revolving Loan Commitment, which the Administrative Agent 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 Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement Agreement, including costs, fees, and expenses as described in Section 9.5 (each any of such LoanRevolving Loans are herein referred to as "Protective Advances"); provided that, a “Protective Advance”). Any no Protective Advance may be made in a principal amount that would shall cause the Aggregate Credit Facility Exposure to exceed the Borrowing Base; provided that no Aggregate Revolving Loan Commitment. Protective Advance Advances may be made to even if the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Protective Advance, and is not known by the Administrative Agent to exceed, together with Overadvances described in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Loans, shall bear interest at the rate set forth in Section 2.7(d) and shall be payable on the earlier of demand or the Revolving Loan Commitment Expiration Date. The Administrative Majority Lenders may at any time revoke the Agent’s 's authorization to make Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s 's receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 4.2 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.03(b2.19(c).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower Borrowers and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion of the Administrative Agent (but but, in any such case, none of them shall have absolutely no obligation), any obligation to) to make Loans in Dollars to the Borrower, Borrowers on behalf of all the Revolving Credit Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived(each such Loan, including any failure by the Borrower to comply with the requirements set forth in Section 2.02a “Protective Advance”), which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (iA) to preserve or protect the Collateral, or any portion thereof, (iiB) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiC) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (each such Loanincluding costs, a “Protective Advance”). Any Protective Advance may be made fees, and expenses as described in a principal amount that would cause Section 13.5) and other sums payable under the Aggregate Credit Facility Exposure to exceed the Borrowing BaseDocuments; provided that no (1) the aggregate amount of outstanding Protective Advance may be made to the extent that, after giving effect to such Protective Advance Advances (taken together with Overadvances under Section 2.15(c)) shall not, at any time, exceed (x) 10% of the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, Borrowing Base as determined on the date of such proposed Protective AdvanceAdvance or (y) when added to the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders, and is not known by the Administrative Agent to exceed, together with Overadvances described aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding 7 have not been satisfied. All Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunderABR Loans. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 7 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Credit Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund fund, in Dollars, their risk participations participation described in Section 2.03(b2.15(c).

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion of the Administrative Agent (but but, in any such case, none of them shall have absolutely no obligation), any obligation to) to make Loans in Dollars to the Borrower, Borrower on behalf of all the Revolving Credit Lenders regardless of whether any condition precedent set forth in Section 4.02 has been satisfied or waived(each such Loan, including any failure by the Borrower to comply with the requirements set forth in Section 2.02a “Protective Advance”), which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (iA) to preserve or protect the Collateral, or any portion thereof, (iiB) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiC) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (each such Loanincluding costs, a “Protective Advance”). Any Protective Advance may be made fees, and expenses as described in a principal amount that would cause Section 13.5) and other sums payable under the Aggregate Credit Facility Exposure to exceed the Borrowing BaseDocuments; provided that no (1) the aggregate amount of outstanding Protective Advance may be made to the extent that, after giving effect to such Protective Advance Advances (taken together with Overadvances under Section 2.16(c)) shall not, at any time, exceed (x) 10% of the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed, Borrowing Base as determined on the date of such proposed Protective AdvanceAdvance or (y) when added to the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders, and is not known by the Administrative Agent to exceed, together with Overadvances described aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding 7 have not been satisfied. All Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunderABR Loans. The Administrative 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 Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 7 have been satisfied or waivedsatisfied, the Administrative Agent may request the Revolving Credit Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time, time the Administrative Agent may require the Lenders to fund fund, in Dollars, their risk participations participation described in Section 2.03(b2.16(c).. (b) Upon the making of a Protective Advance (whether before or after the occurrence of a Default) by the Administrative Agent, each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance, on a pro rata basis with each other Revolving Credit Lender. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, on a pro rata basis with each other Revolving Credit Lender, all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (c) Notwithstanding anything to the contrary contained elsewhere in this Section 2.16 or this Agreement or the other Credit Documents and whether or not a Default or Event of Default exists at the time, the -86-

Protective Advances and Overadvances. (a) Subject to the limitations set forth below, the US Administrative Agent is authorized by the US Borrower and the Revolving US Lenders, from time to time in the US Administrative Agent’s 's sole discretion (but shall have absolutely no obligationobligation to), to make US Revolving Loans to the US Borrower, on behalf of all Lenders regardless US Lenders, in an aggregate amount outstanding at any time not to exceed 10% of whether any condition precedent set forth in Section 4.02 has been satisfied or waived, including any failure by the Borrower to comply with the requirements set forth in Section 2.02Aggregate US Revolving Loan Commitment, which the US Administrative Agent 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 Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the US Borrower pursuant to the terms of this Agreement Agreement, including costs, fees, and expenses as described in Section 9.5 (each any of such LoanUS Revolving Loans are herein referred to as "US Protective Advances"); provided that, a “Protective Advance”). Any no US Protective Advance may be made in a principal amount that would shall cause any Lender's US Credit Exposure to exceed its US Revolving Loan Commitment, or the Aggregate US Credit Facility Exposure to exceed the Borrowing Base; provided that no Aggregate US Revolving Loan Commitment. US Protective Advance Advances may be made to even if the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of conditions precedent set forth in Section 4.3 have not been satisfied. The US Protective Advances outstanding hereunder would exceed, as determined on the date of such proposed Protective Advance, and is not known by the Administrative Agent to exceed, together with Overadvances described in Section 2.03(c), 10.0% of the Maximum Borrowing Amount, at such time; provided, further, that, (i) the aggregate amount of outstanding Protective Advances plus any Overadvances described in Section 2.03(c) plus the aggregate of all other Revolving Facility Exposure shall not exceed the aggregate Total Revolving Commitments and (ii) the Revolving Exposure of any Lender shall not exceed the Revolving Commitment of such Lender. The Administrative Agent agrees to use reasonable efforts to deliver prompt notice to the Lenders of any Protective Advance or Overadvance. Each Protective Advance shall be secured by the Liens in favor of the US Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All US Protective Advances shall be ABR Loans, shall bear interest at the rate set forth in Section 2.10(c) and shall be payable on the earlier of demand or the Revolving Loan Commitment Expiration Date. The Majority US Lenders may at any time revoke the US Administrative Agent’s 's authorization to make US Protective Advances may be revoked at any time by the Required LendersAdvances. Any such revocation must be in writing and shall become effective prospectively upon the US Administrative Agent’s 's receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that there is sufficient US Availability and the conditions precedent set forth in Section 4.02 4.3 have been satisfied or waivedsatisfied, the US Administrative Agent may request the US Revolving Lenders to make a US Revolving Loan to repay a US Protective Advance. At any other time, time the US Administrative Agent may require the US Lenders to fund their risk participations described in Section 2.03(b2.22(e).