Common use of Protective Advances Clause in Contracts

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time that any conditions in Section 6 are not satisfiedtime, to make U.S. Base Rate Loans and to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans, as applicable Loans to a German Borrower (each a “Protective AdvanceAdvances”) (a) up to in an aggregate amount, together with the aggregate amount of $2,500,000all applicable Overadvance Loans, with respect not to exceed 10% of the Canadian Borrower, or $5,000,000, with respect to Borrowing Base if the U.S. Borrower, outstanding at any time, if Agent deems such Loans Protective Advances necessary or desirable to preserve or and protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such noticethem individually.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, or the U.K. Revolver Commitments, to make U.S. Base Rate Loans and Loans, Canadian Prime Rate Loans, and U.K. Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000(i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,000(ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, or (iii) 10% of the aggregate U.K. Revolver Commitments (minus the aggregate amount of any outstanding U.K. Overadvances), with respect to the U.K. Borrower, in each case, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Expenses. All Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent agrees with respect to use its commercially reasonable best efforts the U.K. Borrower shall be U.K. Facility Obligations, secured by the U.K. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to promptly notify exceed the Lenders of aggregate U.S. Revolver Commitments, the extension of a Protective Advance; providedoutstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, that Agent shall have no liability for any failure or the outstanding U.K. Revolver Exposure to provide any such noticeexceed the aggregate U.K. Revolver Commitments.

Protective Advances. The Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) ) (a) up to an aggregate amount of $2,500,000, ten percent (10%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or $5,000,000, ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, including to meet payroll; or or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (xa) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (yb) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.65

Protective Advances. The Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, ten percent (10%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or $5,000,000, ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (xa) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (yb) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify Notwithstanding the Lenders foregoing, in no event shall the aggregate amount of the extension Protective Advances under this Section 2.1.6 and Overadvances under Section 2.1.5 exceed ten percent (10%) of a Protective Advance; provided, that Agent shall have no liability for the Line Cap at any failure to provide any such noticetime without the prior written consent of all Lenders.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans and (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(g), “U.S. Protective Advances”) or to cause to be made through Bank of America-Canada Branch as its sub-agent Canadian Prime Rate LoansRevolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(g), as applicable (each a “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective AdvanceAdvances”) (a) up to in an aggregate amount of $2,500,000not to exceed, when taken together with respect to all U.S. Overadvances and all Canadian Overadvances, (x) if the U.S. Excess Availability shall be less than zero when any such U.S. Protective Advance is made, or if the Canadian BorrowerExcess Availability shall be less than zero when any such Canadian Protective Advance is made, or $5,000,000, with respect to the U.S. Borrower, outstanding 10,000,000 at any timetime outstanding or (y) otherwise, $15,000,000 at any time outstanding, in each case if the Administrative Agent reasonably deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibilitycollectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in each such Protective Advance on a Pro Rata basisin an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Percentage times the amount of such Protective Advance. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders plus such Lender’s Applicable Percentage of the extension Outstanding Amount of a Protective Advance; provided, that Agent shall have no liability for any failure all Swing Line Loans to provide any exceed such noticeLender’s Commitment.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section Article 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000(i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, Borrowers or $5,000,000(ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. BorrowerBorrowers, in each case, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Expenses. All Protective Advances made by Agent with respect to any Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent agrees if it would cause the outstanding U.S. Revolver Exposure to use its commercially reasonable best efforts exceed the aggregate U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to promptly notify exceed the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such noticeaggregate Canadian Revolver Commitments.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 6.2 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders ("U.S. Protective Advances") and Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable Loans to Canadian Borrower on behalf of the Canadian Lenders (each a “"Canadian Protective Advance”Advances") (a) up to an aggregate amount for all Protective Advances of the greater of (i) $2,500,000, with respect to 10,000,000 and (ii) 10.0% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, aggregate amount of Commitment outstanding at any time, less, in each case, the amount of Overadvance Loans outstanding pursuant to Section 2.1.5 if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the U.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Borrower Group Lenders may at any time revoke Agent’s 's authority to make further Protective Advances under clause (a) to the Borrowers of the applicable Borrower Group by written notice to Agent. Absent such revocation, Agent’s 's determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. Agent The Agents shall be authorized, in its their discretion, at any time that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans and (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through CS Toronto as its sub-agent Canadian Prime Rate LoansRevolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), as applicable (each a “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective AdvanceAdvances”) (a) up to an aggregate amount amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the lesser of (x) $2,500,000, with respect to 10,000,000 and (y) 10% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, Total Borrowing Base outstanding at any time, if Agent deems the Agents reasonably deem such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in each such Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances in an amount equal to the product of such applicable Borrower by written notice to AgentRevolving Credit Lender’s Applicable Percentage times the amount of such Protective Advance. Absent such revocation, Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders plus such Lender’s Applicable Percentage of the extension Outstanding Amount of a Protective Advance; provided, that Agent shall have no liability for any failure all Swing Line Loans to provide any exceed such noticeLender’s Commitment.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,00010% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,00010% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. BorrowerBorrowers, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Revolver Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, ten percent (10%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or $5,000,000, ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify Notwithstanding the Lenders foregoing, in no event shall the aggregate amount of the extension Protective Advances under this Section 2.1.6 and Overadvances under Section 2.1.5 exceed ten percent (10%) of a Protective Advance; provided, that Agent shall have no liability for the Line Cap at any failure to provide any such noticetime without the prior written consent of all Lenders.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Revolver Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Revolver Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. Agent The Agents shall be authorized, in its their discretion, at any time that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans and (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through UBS Canada as its sub-agent Canadian Prime Rate LoansRevolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), as applicable (each a “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective AdvanceAdvances”) (a) up to an aggregate amount amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the lesser of (x) $2,500,000, with respect to 15,000,000 and (y) 10% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, Total Borrowing Base outstanding at any time, if Agent deems the Agents reasonably deem such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agents a risk participation in each such Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances in an amount equal to the product of such applicable Borrower by written notice to AgentRevolving Credit Lender’s Applicable Percentage times the amount of such Protective Advance. Absent such revocation, Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders plus such Lender’s Applicable Percentage of the extension Outstanding Amount of a Protective Advance; provided, that Agent shall have no liability for any failure all Swing Line Loans to provide any exceed such noticeLender’s Commitment.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments or the Canadian Revolver Commitments, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,00010% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,00010% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. BorrowerBorrowers, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent agrees if it would cause the outstanding U.S. Revolver Exposure to use its commercially reasonable best efforts exceed the aggregate U.S. Revolver Commitments or the outstanding Canadian Revolver Exposure to promptly notify exceed the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such noticeaggregate Canadian Revolver Commitments.

Protective Advances. The Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Revolver Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, 10% of the Canadian Borrowing Base with respect to the Canadian Borrower, or $5,000,000, 10% of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, including to meet payroll; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable any Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify Notwithstanding the Lenders foregoing, in no event shall the aggregate amount of the extension Protective Advances under this Section 2.1.6 and Overadvances under Section 2.1.5 exceed 10% of a Protective Advance; provided, that Agent shall have no liability for the Line Cap at any failure to provide any such noticetime without the prior written consent of all Lenders.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, or the U.K. Revolver Commitments, to make U.S. Base Rate Loans and Revolver Loans, Canadian Prime Rate Loans, and U.K. Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000(i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,000(ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, or (iii) 10% of the aggregate U.K. Revolver Commitments (minus the aggregate amount of any outstanding U.K. Overadvances), with respect to the U.K. Borrower, in each case, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Expenses. All Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent agrees with respect to use its commercially reasonable best efforts the U.K. Borrower shall be U.K. Facility Obligations, secured by the U.K. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to promptly notify exceed the Lenders of aggregate U.S. Revolver Commitments, the extension of a Protective Advance; providedoutstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, that Agent shall have no liability for any failure or the outstanding U.K. Revolver Exposure to provide any such noticeexceed the aggregate U.K. Revolver Commitments.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time time(c) that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loansloans in Dollars (any such loans made pursuant to this Section 2.01(c), as applicable (each a “Protective AdvanceAdvances”) under the U.S. Revolving Credit Facility or the Canadian Revolving Credit Facility (a) up to an aggregate amount not to exceed the lesser of (x) (i) $2,500,000, with respect to 10,000,000 and (y) 10.00% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Loans Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Secured Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Secured Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in each such Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause as follows (x) with respect to a Protective Advance made under the outstanding U.S./European Revolver Loans Canadian Revolving Credit Facility (a “Canadian Protective Advance”), each Canadian Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Canadian Revolving Credit Lender’s Canadian Applicable Adjusted Percentage times the principal amount of such Canadian Protective Advance (a “Canadian Protective Advance Participation”) and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) with respect to a Protective Advance made under the outstanding U.S. Revolving Credit Facility (“a U.S. Protective Advance”), each U.S. Revolving Credit Lender shall purchase a risk participation in such U.S. Protective Advance in an amount equal to the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such U.S. Protective Advance (a “U.S. Protective Advance Participation” and together with the Canadian Revolver Loans and Canadian LC Obligations to exceed Protective Advance Participations, the aggregate Canadian Commitments“Protective Advance Participations”). The Required Facility Lenders Xxxxxxx may at any time revoke the Administrative Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall a U.S. Protective Advances Advance be made by Agent with respect to if, after giving effect thereto, the U.S. Facility Loan Parties - 95- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed the U.S. Revolving Credit Commitment of such Lender. In no event shall a Canadian Protective Advance be U.S. Facility Obligationsmade if, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligationsafter giving effect thereto, secured by the Canadian Facility Collateral and Revolving Credit Exposure of any Canadian Revolving Credit Lender would exceed such Canadian Revolving Credit Xxxxxx’s Canadian Revolving Credit Commitment. In no event shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; providedAdvance be made if, after giving effect thereto, (a) the Euros Outstanding shall exceed the Euro Sublimit, (b) the Sterling Outstanding shall exceed the Sterling Sublimit and (c) the Yen Outstanding shall exceed the Yen Sublimit. At any time that Agent any U.S. Protective Advance is outstanding, the proceeds of any U.S. Revolving(d) Credit Loan or Swing Line Loan that is made shall have no liability for first be applied to the repayment of such U.S. Protective Advance upon the making of such U.S. Revolving Credit Loan or Swing Line Loan (and otherwise, each U.S. Revolving Credit Lender shall, upon request from the Administrative Agent, fund its U.S. Protective Advance Participation). At any failure time that any Canadian Protective Advance is outstanding, the proceeds of any Canadian(e) Revolving Credit Loan that is made shall first be applied to provide any the repayment of such noticeCanadian Protective Advance upon the making of such Canadian Revolving Credit Loan (and otherwise, each Canadian Revolving Credit Lender shall, upon request from the Administrative Agent, fund its Canadian Protective Advance Participation).

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, the U.K./Dutch Revolver Commitments, or the German Revolver Commitments to make U.S. Base Rate Loans and Revolver Loans, Canadian Prime Rate Loans, U.K./Dutch Base Rate Loans, and German Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000(i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,000(ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, (iii) 10% of the aggregate U.K./Dutch Revolver Commitments (minus the aggregate amount of any outstanding U.K./Dutch Overadvances), with respect to the U.K./Dutch Borrowers, or (iv) 10% of the aggregate German Revolver Commitments (minus the aggregate amount of any outstanding German Overadvances), with respect to the German Borrower, in each case, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders Xxxxxxx may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Expenses. All Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent agrees with respect to use its commercially reasonable best efforts the U.K./Dutch Borrowers shall be U.K./Dutch Facility Obligations, secured by the U.K./Dutch Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to the German Borrower shall be German Facility Obligations, secured by the German Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments, the outstanding Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments, the outstanding U.K./Dutch Revolver Exposure to exceed the aggregate U.K./Dutch Revolver Commitments, or the outstanding German Revolver Exposure to exceed the aggregate German Revolver Commitments. Increase in U.S. Revolver Commitments. Borrowers may request an increase in the aggregate U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as the existing U.S. Revolver Commitments, except for fees mutually agreed upon by Borrowers and Agent, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than 3 increases are made, (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing at the time of such increase or result therefrom, and (e) Borrowers shall certify in writing to Agent that Borrowers are not in default under the Term Loan Facility Agreement after giving effect to the requested increase. Agent shall promptly notify the U.S. Lenders of the extension requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such Lender commits to increase its U.S. Revolver Commitment. No such increases shall be consummated unless each U.S. Lender agrees to increase its U.S. Revolver Commitment on a Pro Rata basis. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. Provided the conditions set forth in Section 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders on a Pro Rata basis) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence and effectuate the increase in and allocations of U.S. Revolver Commitments (which shall be on a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such noticePro Rata basis among U.S. Lenders).

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Revolver Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Revolver Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loans, as applicable (each a “Protective Advance”) ) (a) up to an aggregate amount of $2,500,000, ten percent (10%) of the Canadian Borrowing Base with respect to the Canadian Borrower, or $5,000,000, ten percent (10%) of the U.S. Borrowing Base with respect to the U.S. Borrower, outstanding at any time, if the Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, including to meet payroll; or or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (xa) the outstanding U.S./European U.S. Revolver Loans and U.S./European U.S. LC Obligations to exceed the aggregate U.S./European U.S. Commitments or (yb) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Facility Lenders may at any time revoke the Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by the Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by the Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify Notwithstanding the Lenders foregoing, in no event shall the aggregate amount of the extension Protective Advances under this Section 2.1.6 and Overadvances under Section 2.1.5 exceed ten percent (10%) of a Protective Advance; provided, that Agent shall have no liability for the Line Cap at any failure to provide any such noticetime without the prior written consent of all Lenders.

Protective Advances. Agent The Agents shall be authorized, in its their discretion, at any time that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Revolving Credit Loans and (any such U.S. Revolving Credit Loans made pursuant to this Section 2.01(h), “U.S. Protective Advances”) or to cause to be made through UBS Canada as its sub-agent Canadian Prime Rate LoansRevolving Credit Loans (any such Canadian Revolving Credit Loans made pursuant to this Section 2.01(h), as applicable (each a “Canadian Protective Advances” and, together with the U.S. Protective Advances, the “Protective AdvanceAdvances”) (a) up to an aggregate amount amount, when taken together with all U.S. Overadvances and all Canadian Overadvances, the lesser of (x) $2,500,000, with respect to 15,000,000 and (y) 10% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, Total Borrowing Base outstanding at any time, if Agent deems the Agents reasonably deem such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Appropriate Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agents a risk participation in each such Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders may at any time revoke Agent’s authority to make further Protective Advances in an amount equal to the product of such applicable Borrower by written notice to AgentRevolving Credit Lender’s Applicable Percentage times the amount of such Protective Advance. Absent such revocation, Agent’s The Agents’ determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders plus such Lender’s Applicable Percentage of the extension Outstanding Amount of a Protective Advance; provided, that Agent shall have no liability for any failure all Swing Line Loans to provide any exceed such noticeLender's Commitment.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 6.2 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders (“U.S. Protective Advances”) and Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable Loans to Canadian Borrower on behalf of the Canadian Lenders (each a “Canadian Protective AdvanceAdvances”) (a) up to an aggregate amount for all Protective Advances of the greater of (i) $2,500,000, with respect to 10,000,000 and (ii) 10.0% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, aggregate amount of Commitment outstanding at any time, less, in each case, the amount of Overadvance Loans outstanding pursuant to Section 2.1.5 if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the U.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including interest, costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Borrower Group Lenders may at any time revoke Agent’s authority to make further Protective Advances under clause (a) to the Borrowers of the applicable Borrower Group by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate U.S. Revolver Commitments, the Canadian Revolver Commitments, the U.K./Dutch Revolver Commitments, or the German Revolver Commitments to make U.S. Base Rate Loans and Revolver Loans, Canadian Prime Rate Loans, U.K./Dutch Base Rate Loans, and German Base Rate Loans, as applicable (each a “Protective Advance”) (a) up to an aggregate amount of $2,500,000(i) 10% of the aggregate Canadian Revolver Commitments (minus the aggregate amount of any outstanding Canadian Overadvances), with respect to the Canadian Borrower, or $5,000,000(ii) 10% of the aggregate U.S. Revolver Commitments (minus the aggregate amount of any outstanding U.S. Overadvances), with respect to the U.S. Borrowers, (iii) 10% of the aggregate U.K./Dutch Revolver Commitments (minus the aggregate amount of any outstanding U.K./Dutch Overadvances), with respect to the U.K./Dutch Borrowers, or (iv) 10% of the aggregate German Revolver Commitments (minus the aggregate amount of any outstanding German Overadvances), with respect to the German Borrower, in each case, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Lenders Xxxxxxx may at any time revoke Agent’s authority to make further Protective Advances to the applicable Borrower under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties Borrowers shall be U.S. Facility Obligations, secured by the U.S./European U.S. Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Expenses. All Protective Advances made by Agent with respect to Canadian Facility Loan Parties Borrower shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent agrees DB1/ 136236807.8 with respect to use its commercially reasonable best efforts the U.K./Dutch Borrowers shall be U.K./Dutch Facility Obligations, secured by the U.K./Dutch Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. All Protective Advances made by Agent with respect to promptly notify the Lenders of German Borrower shall be German Facility Obligations, secured by the extension of a German Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. In no event shall Protective Advance; providedAdvances be made by Agent if it would cause the outstanding U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments, that Agent shall have no liability for any failure the outstanding Canadian Revolver Exposure to provide any such noticeexceed the aggregate Canadian Revolver Commitments, the outstanding U.K./Dutch Revolver Exposure to exceed the aggregate U.K./Dutch Revolver Commitments, or the outstanding German Revolver Exposure to exceed the aggregate German Revolver Commitments.

Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders (“U.S. Protective Advances”) and Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable (each a Loans to Canadian Borrower on behalf of the Canadian Lenders ( “Canadian Protective AdvanceAdvances”) (a) up to an aggregate amount of $2,500,000, with respect to the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the U.S. Revolver Usage to exceed the U.S. Revolver Commitments, and no Canadian Protective Advance shall cause the Canadian Revolver Usage to exceed the Canadian Revolver Commitments; or (b) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including interest, costs, fees and expenses. The aggregate amount of Protective Advances outstanding at any time pursuant to this Section 2.1.6, together with the aggregate amount of Overadvances existing at any time pursuant to Section 2.1.5 above, shall not exceed fifteen percent (15%) of the Commitments then in effect. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause (x) the outstanding U.S./European Revolver Loans and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) the outstanding Canadian Revolver Loans and Canadian LC Obligations to exceed the aggregate Canadian Commitments. Required Facility Borrower Group Lenders may at any time revoke Agent’s authority to make further Protective Advances to the Borrower or Borrowers of the applicable Borrower Group by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances made by Agent with respect to U.S. Facility Loan Parties shall be U.S. Facility Obligations, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligations, secured by the Canadian Facility Collateral and shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; provided, that Agent shall have no liability for any failure to provide any such notice.

Protective Advances. The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 4.02 are not satisfied, to make U.S. Base Rate Loans and Canadian Prime Rate Loansloans in Dollars (any such loans made pursuant to this Section 2.01(c), as applicable (each a “Protective AdvanceAdvances”) under the U.S. Revolving Credit Facility or the Canadian Revolving Credit Facility (a) up to an aggregate amount not to exceed the lesser of (x) (i) $2,500,000, with respect to 10,000,000 and (y) 10.00% of the Canadian Borrower, or $5,000,000, with respect to the U.S. Borrower, Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems such Loans Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Secured Obligations; or (b) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Applicable Protective Advances shall constitute Secured Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each applicable Revolving Credit Lender shall participate be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in each such Protective Advance on a Pro Rata basis. In no event shall Protective Advances be required that would cause as follows (x) with respect to a Protective Advance made under the outstanding U.S./European Revolver Loans Canadian Revolving Credit Facility (a “Canadian Protective Advance”), each Canadian Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such Canadian Revolving Credit Lender’s Canadian Applicable Adjusted Percentage times the principal amount of such Canadian Protective Advance (a “Canadian Protective Advance Participation”) and U.S./European LC Obligations to exceed the aggregate U.S./European Commitments or (y) with respect to a Protective Advance made under the outstanding U.S. Revolving Credit Facility (“a U.S. Protective Advance”), each U.S. Revolving Credit Lender shall purchase a risk participation in such U.S. Protective Advance in an amount equal to the product of such U.S. Revolving Credit Lender’s U.S. Applicable Adjusted Percentage times the principal amount of such U.S. Protective Advance (a “U.S. Protective Advance Participation” and together with the Canadian Revolver Loans and Canadian LC Obligations to exceed Protective Advance Participations, the aggregate Canadian Commitments“Protective Advance Participations”). The Required Facility Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to the applicable Borrower by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All In no event shall a U.S. Protective Advances Advance be made by Agent with respect to if, after giving effect thereto, the U.S. Facility Loan Parties Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed the U.S. Revolving Credit Commitment of such Lender. In no event shall a Canadian Protective Advance be U.S. Facility Obligationsmade if, secured by the U.S./European Facility Collateral and shall be treated for all purposes as Extraordinary Expenses and all Protective Advances made by Agent with respect to Canadian Facility Loan Parties shall be Canadian Facility Obligationsafter giving effect thereto, secured by the Canadian Facility Collateral and Revolving Credit Exposure of any Canadian Revolving Credit Lender would exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment. In no event shall be treated for all purposes as Extraordinary Expenses. Agent agrees to use its commercially reasonable best efforts to promptly notify the Lenders of the extension of a Protective Advance; providedAdvance be made if, that Agent after giving effect thereto, (a) the Euros Outstanding shall have no liability for any failure to provide any such noticeexceed the Euro Sublimit, (b) the Sterling Outstanding shall exceed the Sterling Sublimit and (c) the Yen Outstanding shall exceed the Yen Sublimit.