Common use of Protective Advances Clause in Contracts

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorizednotify Borrower, Parent Guarantor and each Lender in its discretionwriting of each such Protective Advance, at any time that any one or more which notice (each a "Protective Advance Notice") shall include a description of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount purpose of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the aggregate amount of such Protective Advance, each Lender's Pro Rata Share thereof and the date each Lender shall transfer be required to pay its Pro Rata Share of the amount Protective Advance (the "Protective Advance Date"), which Protective Advance Date shall be not less than two (2) Business Days after delivery of the Protective Advance Notice. Each Lender agrees to pay to the Administrative Agent its risk participation Pro Rata Share of any Protective Advance on the Protective Advance Date in the manner set forth herein for a funding of an Advance. Borrower or Parent Guarantor agree to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate set forth in immediately available funds, Section 2.11 applicable in the event of a Default. If Borrower or Parent Guarantor fail to make payment in respect of any Protective Advance within one three (3) Business Day Days after the date Borrower or Parent Guarantor receive written demand therefor from the Administrative Agent’s request therefor, such failure shall constitute a Default. Required Lenders may at any time revoke the Administrative Agent’s authority to make further All outstanding principal of, and interest on, Protective Advances shall constitute Secured Obligations secured by written notice to the Administrative AgentCollateral until paid in full by Borrower or Parent Guarantor. Absent such revocationUpon the making of a Protective Advance, the Administrative Agent’s determination that funding of a Protective Advance is appropriate Agent shall be conclusivesubrogated to any and all rights, equal or superior titles, liens and equities, owned or claimed by any owner or holder of said outstanding liens, charges and indebtedness, however remote, regardless of whether said liens, charges and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make (i) Loans in Dollars to the Company or any Foreign Subsidiary Borrower on behalf of the Dollar Tranche Lenders (each such Loan, a “Dollar Tranche Protective Advance”) or (ii) Loans in any Agreed Currency to the Company or any Foreign Subsidiary Borrower on behalf of the Multicurrency Tranche Lenders (each such Loan, a “Multicurrency Tranche Protective Advance”), which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan Documentsapplicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expensesexpenses as described in Section 9.03) and other sums payable under the Loan Documents; provided that, when (A) the same sum of the aggregate amount of Dollar Tranche Protective Advances outstanding at any time plus the aggregate Dollar Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Dollar Tranche Commitments of all Dollar Tranche Lenders, and (B) the sum of the Dollar Amount of the aggregate amount of Multicurrency Tranche Protective Advances outstanding at any time plus the Dollar Amount of the aggregate Multicurrency Tranche Revolving Exposures of all Lenders shall not at any time exceed the aggregate Multicurrency Tranche Commitments of all Multicurrency Tranche Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 made to the Company in Dollars shall be ABR Borrowings and all Protective Advances made to the Company in any Foreign Currency or to any Foreign Subsidiary Borrower in any Agreed Currency shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders. Any such revocation must be in writing and shall become due; provided effective prospectively upon the Administrative Agent’s receipt thereof. At any time that after giving effect there is sufficient Availability, and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to any 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 2.05(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), the Total Outstandings shall not exceed the Aggregate Commitments. Each each Dollar Tranche Lender or Multicurrency Tranche Lender, as applicable, shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Aggregate Revolving Commitment when combined with the aggregate amount of Overadvances outstanding at such time; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender on any one occasion shall transfer the amount of its risk participation to not obligate the Administrative Agent to make any Protective Advance on any other occasion. 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 immediately available funds, within one Business Day after writing and shall become effective prospectively upon the Administrative Agent’s request thereforreceipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationconditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable 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 in proportion to its Applicable Percentage. From and after the date, if any, on demandwhich any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (A) $10,000,000 and (B) 10% of the Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate Commitmentsaggregate Commitments of the Lenders. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall (except as expressly agreed otherwise in any Collateral Document) be secured by the Liens in favor of the Administrative Agent in and to the Collateral. All Protective Advances shall be ABRBase Rate Borrowings in respect of Protective Advances made to any U.S. Borrower and shall be RFR Borrowings in respect of Protective Advances made to any UK Borrower. 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. 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Borrower, at any time that any one or more of the conditions in Section 4.02 are not satisfiedtime, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advancethat, the Total Outstandings Aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to its Revolving Facility Percentage. The Required Lenders or the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Revolving Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under this Section 2.24 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. . The Administrative 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 Administrative Agent’s Liens in 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 Administrative Agent shall use reasonable efforts to notify the Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being properly contested. Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Revolving Facility Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Revolving Facility Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. 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 that the Revolving Lenders make a Revolving Loans to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Lenders to fund their risk participations described above. A Protective Advance is for the account of the Borrower and shall accrue interest at the rate applicable to Revolving Loans that are Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(c)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Xxxxxx’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 P.M. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 P.M. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Xxxxxx’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretionsole discretion (but with no obligation), (i) after the occurrence and during the continuation of an Event of Default or (ii) at any time that any one or more of the all conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to in an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, outstanding not to exceed 7.55.0% of the Borrowing BaseCommitment at any time, if the Administrative Agent deems deems, in its Reasonable Credit Judgment, that such are Loans necessary or desirable to preserve or protect the Collateral, or to enhance the collectability or repayment of the Obligations or (ii) or, to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided expenses (it being understood that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each shall not be entitled to make Protective Advance in an amount equal Advances for other amounts chargeable to the product Loan Parties, including payment of such Lendercosts, fees and expenses, without the Company’s Applicable Percentage times written consent unless an Event of Default shall have occurred and is continuing). Subject to the amount of such Protective Advancefollowing clause, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, participate in immediately available funds, within one Business Day after the Administrative Agent’s request thereforProtective Advances on a pro rata basis. Required Lenders may at any time prospectively revoke the Administrative Agent’s authority ability to make further such Protective Advances 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. (b) All Protective Advances shall accrue constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Rate that is applicable to Base and the Default Rate Loans and are not eligible to convert into Eurodollar Rate Loansunder Section 2.09(b)(i). Each Protective Advances Advance shall be payable on demand. (b) Notwithstanding anything contained in this Agreement or any other Loan Document, no Protective Advance may be made by Administrative Agent if (i) such advance would cause the aggregate principal amount of all Protective Advances outstanding to exceed 5.0% of the aggregate Commitments or (ii) after giving effect to such Protective Advance, Total Outstandings at such time exceed the Commitments. (c) Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent on the Collateral and shall constitute Obligations hereunder. 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 that the Lenders to make a Loan to repay any Protective Advances. (d) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance, in proportion to its Applicable Percentage, and upon demand by the Administrative Agent, shall fund such participation to the Administrative Agent.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 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 Foreign Base Rate Loans to Foreign Borrowers on behalf of the Foreign Lenders (“Foreign Protective Advances”) (ia) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations 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 Foreign Protective Advance shall cause the Foreign Revolver Usage to exceed the Foreign Revolver Commitments; or (iib) 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, when together with the same shall become due; provided that after giving effect aggregate amount of Overadvances existing at any time pursuant to any Protective AdvanceSection 2.1.5 above, the Total Outstandings shall not exceed twelve and one-half percent (12.5%) of the Aggregate CommitmentsCommitments then in effect. Each Applicable Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a Pro Rata basis. Required Borrower Group Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to the Borrowers of the applicable Borrower Group 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. Subject to the limitations set forth below, the Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (a) The Administrative Agent but shall be authorizedhave absolutely no obligation to), to make Advances, on behalf of all Lenders, in an aggregate amount outstanding at any time that, when added to the aggregate amount of Overadvances outstanding at such time, does not exceed 5% of the Aggregate Revolving Commitment at such time, which the Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including costs, fees fees, and expenses, when the same shall become dueexpenses as described in Section 9.6 (any of such Advances are herein referred to as “Protective Advances”); provided that after giving effect that, no Protective Advance shall cause the Aggregate Revolving Credit Exposure to any Protective Advance, the Total Outstandings shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be deemed to, secured by the Liens in favor of the Agent in and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of such Lender’s Applicable Percentage times demand or the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforFacility Termination Date. The Required Lenders may at any time revoke the Administrative Agent’s authority authorization to make further Protective Advances by written notice to Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. Absent such revocationAt any time that there is sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Agent may require the Lenders to fund their risk participations described in Section 2.2. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent shall be authorizedAgent, in its discretionsole discretion exercised in good faith, at any time that any one or more may make Revolving Credit Loans to the Company on behalf of the conditions in Section 4.02 are not satisfiedLenders, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with so long as the aggregate principal amount of Overadvance such Revolving Credit Loans then outstanding, shall not to exceed 7.55% of the Borrowing Base, if the Administrative Agent deems that such Revolving Credit Loans are necessary or desirable (i) to preserve protect all or protect any portion of the Collateral, or (ii) to enhance the collectability likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iiiii) to pay any other amounts amount chargeable to the Loan Parties under any Loan DocumentsCompany pursuant to this Agreement (such Revolving Credit Loans, including costs, fees and expenses, when the same shall become due“Protective Advances”); provided that after giving effect to any Protective Advance, (A) in no event shall the Total Outstandings shall not sum of the Aggregate Revolving Credit Extensions of Credit exceed the Aggregate Commitments. Each Lender shall be deemed to, aggregate Revolving Credit Commitments and hereby irrevocably and unconditionally agrees to, purchase from (B) the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority authorization to make further future Protective Advances by written notice (provided that existing Protective Advances shall not be subject to the Administrative Agent. Absent such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof). At any time that funding of the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.8(b). (b) Upon the making of a Protective Advances Advance, each Lender shall accrue be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent (regardless of the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest at and participation in such Protective Advance based upon their Revolving Credit Commitment Percentages. From and after the Base Rate plus date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Applicable Rate that is applicable Administrative Agent shall promptly distribute to Base Rate Loans such Lender, such Xxxxxx’s Revolving Credit Commitment Percentages of all payments of principal and are not eligible to convert into Eurodollar Rate Loans. interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (c) All Protective Advances shall be payable on demandsecured by the Collateral and shall bear interest as provided in this Agreement for ABR Loans.

Protective Advances. The Agent may from time to time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Loan Documents in an amount not to exceed the lesser of (ai) The Administrative Agent shall be authorizedthe Revolving Credit Availability (calculated in Dollars) at such time and (ii) $5,000,000, which the Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or (ii) to pay any other amounts chargeable to "Protective Advances"). The Agent shall notify the Loan Parties under any Loan Documents, including costs, fees U.S. Borrower and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The U.S. Borrower agrees to pay the Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the U.S. Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date the U.S. Borrower receives written demand therefor from the Agent, the Agent shall promptly notify each Lender and each Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in Dollars in immediately available funds, an amount equal to such Lender's Pro Rata Share of such Protective Advance. If such funds are not made available to the Agent by such Lender within one (1) Business Day after the Administrative Agent’s request 's demand therefor, the Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. Required Lenders may at The failure of any time revoke the Administrative Agent’s authority Lender to make further Protective Advances by written notice available to the Administrative Agent its Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue constitute Obligations bearing interest at the Base Rate plus the Applicable Rate that is rate applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandsecured by the Collateral until paid in full by the U.S. Borrower.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to the aggregate amount of Protective Advances outstanding at any Protective Advance, time shall not at any time exceed 10% of the Total Outstandings Revolving Commitment; and provided, further, that the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate CommitmentsTotal Revolving Commitment. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations (for the benefit of the Lender Parties) in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Collateral and shall constitute Obligations hereunder. All Protective Advance, and each Lender Advances shall transfer the amount of its risk participation to the be ABR 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 immediately available funds, within one Business Day after writing and shall become effective prospectively upon the Administrative Agent’s request thereforreceipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationconditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 11.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed five percent (5%) of the amount of the Aggregate Revolving Commitment at such time; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Potential Amortization Event), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any one or more of the conditions in Section 4.02 6 are not satisfied, to make Base Rate Revolver Loans or Base Rate FILO Loans (“"Protective Advances”") (ia) up to an aggregate principal amountamount outstanding at any time, when taken together with the aggregate principal amount of Overadvance Loans then outstandingany outstanding Overadvances, not equal to exceed 7.5the greater of (i) $60,000,000 or (ii) 10% of the Aggregate Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations Obligations; or (iib) to pay any other amounts chargeable to the Loan Parties Obligations under any Loan Documents, including costs, fees and expenses, when the same shall become dueCredit Document; provided that after giving effect to any such Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender Advances shall be deemed toRevolver Loans unless the outstanding principal amount of FILO Loans is less than the FILO Maximum Amount, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in which case up to an amount equal to the product FILO Maximum Amount minus the outstanding principal amount of FILO Loans of such Lender’s Applicable Percentage times Protective Advances shall be FILO Loans, and the remaining amount of such Protective AdvanceAdvances shall be Revolver Loans. In no event shall Protective Advances cause (i) the outstanding Revolver Loans and LC Obligations of any Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any Lender to exceed its FILO Commitment or (iii) the outstanding Loans and LC Obligations to exceed the aggregate Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Revolver Lender or FILO Lender, as applicable, shall participate in each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforProtective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Administrative Agent’s authority 's authorization to make further Protective Advances under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s 's determination that funding of a Protective Advance is appropriate shall be conclusive. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.5) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances and Overadvances outstanding at any time shall not exceed 10% of the aggregate Revolving Commitments of all the Lenders; provided further that, the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Commitments. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such LenderCollateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s Applicable Percentage times authorization to make Protective Advances may be revoked at any time by the amount of such Protective AdvanceSupermajority Lenders, and each Lender shall transfer the amount of its risk participation to unless the Administrative Agent, Agent (together with any Affiliate thereof) hold more than 33-1/3% of the Total Commitments in immediately available funds, within one Business Day after which case all Lenders (other than the Administrative Agent and any Affiliate thereof). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s request thereforreceipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.conditions precedent set forth in Section

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time that any one or more of the conditions in Section 4.02 are not satisfiedtime, to make ABR Loans and/or European Base Rate Loans in respect of Borrowings made in Alternative Currencies, as applicable (“Protective Advances”) (a) (i) up to in an aggregate principal amount, when taken together with the aggregate principal amount of all Overadvance Loans then outstandingLoans, not to exceed 7.510% of the Borrowing Base, (ii) in an aggregate amount, together with the aggregate amount of all U.S. Overadvance Loans, not to exceed 10% of the U.S. Borrowing Base and (iii) in an aggregate amount, together with the aggregate amount of all U.K. Overadvance Loans, not to exceed 10% of the U.K. Borrowing Base, in each case, if the Administrative 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 under any Tranche; or (iib) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the Aggregate aggregate Revolver Commitments. Each Lender under any Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of under such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforTranche on a Pro Rata basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) 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. . The Administrative Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) Protective Advances defend or maintain the validity or priority of the Administrative Agent’s Liens in 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 Administrative Agent shall accrue interest at use reasonable efforts to notify the Base Rate plus the Applicable Rate Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandbeing properly contested.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to the aggregate amount of Protective Advances outstanding at any Protective Advance, time shall not at any time exceed 10% of the Total Outstandings Revolving Commitment; and provided, further, that the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate CommitmentsTotal Revolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Secured Holders) 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 6 are not satisfied, satisfied to make Adjusted Base Rate Revolver Loans (“Protective Advances”) (a) (i) in respect of Revolver One Loans, up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.55% of the Borrowing BaseBase for Revolver One Loans outstanding at any time, if the Administrative Agent deems such Loans reasonably necessary or reasonably desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations, as long as such Loans do not cause the outstanding Revolver One Loans and LC Obligations issued under the Revolver One Commitments to exceed the aggregate Revolver One Commitments, and (ii) in respect of Revolver Two Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver Two Loans outstanding at any time, if Agent deems such Loans reasonably necessary or reasonably desirable to preserve or protect Collateral applicable to the Revolver Two Loans, or to enhance the collectibility or repayment of Obligations, as long as such Loans do not cause the outstanding Revolver Two Loans and LC Obligations issued under the Revolver Two Commitments to exceed the aggregate Revolver Two Commitments; or (iib) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including interest, costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each applicable Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a Pro Rata basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) 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. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that time, whether or not a Default or Event of Default exists or any one or more of the conditions in Section 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make Base Rate Loans loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent Agent, in its Permitted Discretion, deems such Loans necessary or desirable to preserve or protect Collateralany Collateral or the Borrowers’ business operations, or to enhance the collectability or repayment of the Obligations. All Protective Advances shall bear interest at the Default Rate. All Protective Advances shall be Obligations or (ii) to pay any other amounts chargeable to secured by the Loan Parties under any Loan DocumentsCollateral and shall be payable by the Borrowers on demand by the Administrative Agent. The Revolving Credit Lenders may, including costsin their sole discretion, fees and expensesparticipate in such Protective Advances in which case, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance pro rata and in an amount equal to the product of accordance with each such Lender’s Lenders’ Applicable Percentage times thereof and shall reimburse the amount of Administrative Agent upon such election (such Protective AdvanceAdvances, and each Lender “Pro Rata Protective Advances”). Any funding of Protective Advances (including Pro Rata Protective Advances) shall transfer not constitute a waiver by the amount Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrowers or any other Credit Party be deemed a beneficiary of this Section nor authorized to enforce any of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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 conclusiveterms. (b) Protective Advances The Administrative Agent shall accrue interest be authorized, in its discretion, at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and any time, whether or not a Default or Event of Default exists or any conditions in Section 4.02 are not eligible satisfied, without regard to convert into Eurodollar Rate the amount of Overall Excess Availability to voluntarily permit the outstanding Revolving Credit Loans at any time to exceed Overall Excess Availability by up to 10% of the Borrowing Base, but in no event in an aggregate outstanding amount in excess of $2,000,000 at any time for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). Protective Advances If the Administrative Agent is willing in its discretion to make such Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demanddemand and shall bear interest at the Default Rate for Revolving Credit Loans consisting of Base Rate Loans; provided that, if the Lenders make Out-of-Formula Loans, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of Section 2.01(a). For the purposes of this Section 2.17(b), the discretion granted to the Administrative Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the amount available under Section 2.01(a) was unintentionally exceeded for any reason. If the Administrative Agent involuntarily permits the outstanding Revolving Credit Loans to exceed the amount available under Section 2.01(a) by more than 10% (or by an aggregate outstanding amount in excess of $2,000,000 at any time), the Administrative Agent shall use its efforts to have the Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Credit Loans made after the Administrative Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.

Protective Advances. (a) The Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at deems necessary or desirable (i) to preserve or protect the applicable Collateral, or any time that any one portion thereof, (ii) to enhance the likelihood of, or more maximize the amount of, repayment of the conditions applicable Loans and other applicable Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 4.02 9.03) and other sums payable under the Loan Documents (any of such Loans are not satisfied, herein referred to make Base Rate Loans (as “Protective Advances”) ); provided that (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstandingoutstanding Protective Advances shall not, not to at any time, exceed 7.5(x) 5% of the Borrowing BaseAggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further that no Protective Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall exceed such Xxxxxx’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent deems in and to the applicable Collateral and shall constitute Obligations hereunder. All Protective Advances shall be in U.S. Dollars and ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such Loans necessary or desirable revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time the making of such Revolving Loan would not violate the Revolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to preserve or protect Collateral, or make a Revolving Loan to enhance the collectability or repayment of Obligations or (ii) to pay repay a Protective Advance. At any other amounts chargeable time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (b) Upon the Loan Parties under any Loan Documentsmaking of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each ; provided that no Lender holding a Commitment shall transfer the be obligated in any event to make Revolving Loans in an amount in excess of its risk participation to Commitment minus its Applicable Percentage (taking into account any reallocations under Section 2.20) of the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding LC Exposure of a Protective Advance is appropriate shall be conclusiveall outstanding Letters of Credit. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that Borrower fails to obtain the insurance called for by Section 6.6 or fails to pay any one premium thereon or more of fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the conditions in Section 4.02 are not satisfiedCollateral, to make Base Rate Revolving Loans (“Protective Advances”) (ia) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Revolving Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations Obligations, as long as such Revolving Loans do not result in an Overadvance; or (iib) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including interest, costs, fees and expenses. Lenders shall participate on a pro rata basis in Protective Advances outstanding from time to time in accordance with their respective Revolving Percentages. (b) The Administrative Agent, when the same shall become due; provided that after giving effect at any time and from time to any Protective Advancetime in its sole and absolute discretion, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed tomay, and hereby irrevocably and unconditionally agrees to, purchase from on one Business Day’s telephonic notice given by the Administrative Agent risk participations no later than 12:00 P.M., Pacific time, and promptly confirmed in writing, request each Protective Advance Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the product aggregate amount of such Lender’s Applicable Percentage times Protective Advance (each a “Refunded Protective Advance”) outstanding on the date of such notice, to repay the Administrative Agent. Each Revolving Lender shall make the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation Revolving Loan available to the Administrative Agent, Agent at the Revolving Loan Funding Office in immediately available funds, within not later than 10:00 A.M., Pacific time, one Business Day after the Administrative Agent’s request therefordate of such notice. Required Lenders may at any time revoke The Borrower irrevocably authorizes the Administrative AgentAgent to charge the Borrower’s authority to make further Protective Advances by written notice accounts with the Administrative Agent (up to the Administrative Agent. Absent amount available in each such revocation, account) immediately to pay the Administrative Agent’s determination that funding amount of a any Refunded Protective Advance is appropriate shall be conclusive. (b) Protective Advances shall accrue interest at to the Base Rate plus extent amounts received from the Applicable Rate that is applicable to Base Rate Loans and Revolving Lenders are not eligible sufficient to convert into Eurodollar Rate Loans. repay in full such Refunded Protective Advances shall be payable on demandAdvance.

Protective Advances. (ai) The Administrative Agent shall be authorized, authorized by each Borrower and the Revolving Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Revolving Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (iA) up preserve or protect Collateral or any portion thereof or (B) to an enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Revolving Obligations; provided that no Protective Advance shall cause the aggregate principal amountamount of the Revolver Usage at such time to exceed the Aggregate Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (ii) The aggregate amount of Protective Advances outstanding at any time pursuant to this Section 2.17(b) shall not exceed ten percent (10.0% percent) of the Aggregate Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time pursuant to Section 2.17(a), not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsCommitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Lenders to fund their risk participations described in Section 2.17(d). (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a1) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (2) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(c)(ii)(C). (b3) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Xxxxxx’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 P.M. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 P.M. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Xxxxxx’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent's sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as "Protective Advances"); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, Collateral and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforconstitute Obligations hereunder. Required Lenders may at any time revoke the Administrative Agent’s authority to make further All Protective Advances by written notice to the Administrative Agentshall be ABR Borrowings. Absent such revocation, the Administrative Agent’s determination that funding 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. The Administrative Agent's authorization to make Protective Advances may be revoked at any time by 100% of the Lenders (other than any Defaulting Lender). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent's receipt thereof. At any time that there is appropriate shall be conclusivesufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable 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 in proportion to its Applicable Percentage. From and after the date, if any, on demandwhich any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Revolving Credit Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans and other Revolving Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect, when taken or cause the Revolving Credit Exposure of a Revolving Credit Lender to exceed its Revolving Credit Commitment. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit 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 2.01(d)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Revolving Credit Exposure of such Lender to the Revolving Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 noon and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Revolving Credit Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by Borrowers, in its discretionfrom time to time, at any time that any one or more the direction of the conditions in Section 4.02 are not satisfiedRequired Lenders, to make Base Rate Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that Required Lenders, in their reasonable discretion, deem necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations, including Loans to obtain the insurance called for by Section 6.5 that any Loan Party fails to obtain, to pay any premium thereon that any Loan Party fails to make, or any other amount which any Loan Party is obligated to pay under this Agreement or any other Loan Document and which is not otherwise paid by such Loan Party (such Loans, “Protective Advances”) (i) up to an aggregate principal amount), when taken together and all such Protective Advances shall be reimbursed by Lenders in accordance with each Lender’s Pro Rata Share, shall constitute Lender Expenses, constitute Obligations hereunder and shall be immediately due and payable, bearing interest at the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable highest rate applicable to the Loan Parties under Term Loans, secured by the Collateral. Agent will provide Borrower Representative with prompt notice of Agent making any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each such Protective Advance at the time it is made or within a reasonable time thereafter. Agent may in an amount equal to the product of such its discretion require each Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding Pro Rata Share of a Protective Advance is appropriate shall approved by Required Lenders to be conclusive. (b) contributed prior to Agent making such Protective Advance. No Protective Advances by Agent are deemed a commitment or an agreement to make Protective Advances in the future or Agent’s waiver of any Event of Default. Agent’s authorization to make the Protective Advances may be revoked at any time by the Required Xxxxxxx delivering written notice of such revocation to Agent. Any such revocation shall accrue interest become effective prospectively upon Agent’s receipt thereof. Notwithstanding the foregoing, unless otherwise agreed by the Required Lenders, the aggregate amount of all amounts owing in respect of the Protective Advances outstanding at any one time shall not exceed $2,000,000. The provisions of this Section 9.3 are for the Base Rate plus exclusive benefit of Agent and the Applicable Rate that is applicable to Base Rate Loans Lenders and are not eligible intended to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandbenefit Borrowers (or any other Loan Party) in any way.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the (“B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(c)(ii)(C). (bC) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default or Event of Default), each Lender shall be payable on demand.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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time that any one or more of the conditions in Section 4.02 are not satisfiedtime, to make Base Rate ABR Loans under the Revolver Facility (“Protective Advances”) (i) up to in an aggregate principal amount, when taken together with the aggregate principal amount of all Overadvance Loans then outstandingLoans, not to exceed 7.510% of the Borrowing Base, if the Administrative Agent deems such Loans Protective Advances necessary or desirable to preserve or and protect the Collateral, or to enhance the collectability or repayment of Obligations the Obligations; or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the Aggregate aggregate Revolver Commitments. Each Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a Pro Rata basis. Required Revolver Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under preceding clause (i) 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. The Administrative Agent may use the proceeds of such Protective Advances to (x) protect, insure, maintain or realize upon any Collateral; or (y) defend or maintain the validity or priority of the Administrative Agent’s Liens in 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 Administrative 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. (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default or Event of Default), each Revolver Lender shall be payable on demand.deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided Pro Rata interest and participation in

Protective Advances. (a) The Borrowers and Lenders authorize Administrative Agent shall be authorizedAgent, in its sole discretion, at any time that at (i) any one Obligations remain outstanding and (ii) a Default or more Event of the Default exists or any conditions in Section 4.02 Article 3 are not satisfied, and without regard to the Revolving Commitments or the Borrowing Base, to make Base Rate Revolving Loans (“Protective Advances”) (iA) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the in such amounts as Administrative Agent deems such Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations Obligations, or (iiB) to pay any other amounts chargeable to the Loan Parties Borrowers under any Loan Documents, including costsfees, fees Expenses, taxes, assessments, insurance, repairs, maintenance, storage and expensesother charges and expenditures upon, when against or otherwise relating to the same shall become dueCollateral; provided provided, however, that after giving effect to the aggregate amount of Protective Advances outstanding at any Protective Advance, the Total Outstandings time shall not exceed ten percent (10%) of the Aggregate CommitmentsRevolving Commitments without the consent of the Required Lenders. Each Lender All Protective Advances constitute Obligations, are secured by the Collateral, and shall be treated for all purposes as Revolving Loans. (b) Upon Administrative Agent’s making of any Protective Advances under this Section 2.17, each of the Lenders shall be deemed toto have irrevocably, unconditionally and hereby irrevocably and unconditionally agrees to, purchase immediately purchased from the Administrative Agent risk participations a participation in each such Protective Advance Advances in an amount equal to such Lender’s Pro Rata Share of the product Revolving Commitments multiplied by the total amount of such Protective Advances outstanding under this Section 2.17. Each Lender shall effect such purchase by making available the amount of such Lender’s Applicable Percentage times participation in such Protective Advances in Dollars in immediately available funds to Administrative Agent’s Account. In the event any Lender fails to make available to Administrative Agent when due the amount of such Lender’s participation in such Protective AdvanceAdvances, and each Administrative Agent shall be entitled to recover such amount on demand from such Lender shall transfer together with interest at the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Federal Funds Effective Rate (it being understood that Administrative Agent’s determination that funding of a Protective Advance is appropriate such rate shall be conclusive. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans binding and are not eligible to convert into Eurodollar Rate Loansconclusive absent manifest error). Protective Advances Each such purchase by a Lender shall be payable on demandmade without recourse to Administrative Agent, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Administrative Agent. The obligations of the Lenders under this Section 2.17(b) shall be absolute, irrevocable and unconditional, shall be made under all circumstances and shall not be affected, reduced or impaired for any reason whatsoever.

Protective Advances. (ai) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if which the Administrative Agent deems such Loans necessary or desirable to (a) preserve or protect Collateral, Collateral or any portion thereof or (b) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations or the Loans and other Revolving Credit Exposure; provided that no Protective Advance shall cause the aggregate amount of the Total Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (ii) to pay The aggregate amount of Protective Advances outstanding at any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings time shall not exceed ten percent (10.0% percent) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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.. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Revolving Credit Lenders to make a Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Credit Lenders to fund their risk participations described in Section 2.01(c)(iii); (biii) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Revolving Credit Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Revolving Credit Lender to the Total Credit Exposure of all Revolving Credit Lenders (its “Ratable Share”) of such Protective Advance. Each Revolving Credit Lender shall transfer (a “Transfer”) the amount of such Revolving Credit Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Revolving Credit Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Revolving Credit Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Revolving Credit Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Revolving Credit Lender, such Revolving Credit Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or to enhance the collectability or repayment of Obligations any portion thereof or (ii) to pay enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (any other amounts chargeable of such Loans are herein referred to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become dueas “Protective Advances”); provided that after giving effect to any no Protective AdvanceAdvance shall cause the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceed the Total Revolving Credit Commitment then in effect; provided further that, the Total Outstandings aggregate amount of Protective Advances outstanding at any time pursuant to clauses (i) and (ii) above shall not exceed an amount equal to five percent (5%) of the Aggregate CommitmentsTotal Revolving Credit Commitment then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 7 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Collateral 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Excess Availability and the conditions precedent set forth in Section 7 have been satisfied, the Administrative Agent may request the 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 2.15(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each 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 in proportion to its Revolving Credit Commitment Percentage. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from transfer (a “Transfer”) the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Revolving Credit Commitment Percentage times of the outstanding principal amount of the applicable Protective Advance with respect to such purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m., New York City time, on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. New York City time, and otherwise on the immediately following Business Day (the “Transfer Date”). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 7 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the Protective Advance and, together with Lender’s Revolving Credit Commitment Percentage of such Protective Advance, and each Lender shall transfer the constitute Loans of such Lenders, respectively. If any such amount of its risk participation is not transferred to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at Agent by any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent Lender on such revocationTransfer Date, the Administrative Agent’s determination that funding of a Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.08. From and after the date, if any, on which any Lender is required to fund, and funds, its participation in any Protective Advance is appropriate purchased hereunder, the Administrative Agent shall be conclusivepromptly distribute to such Lender, such Lender’s Revolving Credit Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent shall be authorizedAgent, in its discretionsole discretion exercised in good faith, at any time that any one or more may make Revolving Credit Loans to the Company on behalf of the conditions in Section 4.02 are not satisfiedLenders, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with so long as the aggregate principal amount of Overadvance such Revolving Credit Loans then outstanding, shall not to exceed 7.55% of the Borrowing Base, if the Administrative Agent deems that such Revolving Credit Loans are necessary or desirable (i) to preserve protect all or protect any portion of the Collateral, or (ii) to enhance the collectability likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iiiii) to pay any other amounts amount chargeable to the Loan Parties under any Loan DocumentsCompany pursuant to this Agreement (such Revolving Credit Loans, including costs, fees and expenses, when the same shall become due“Protective Advances”); provided that after giving effect to any Protective Advance, (A) in no event shall the Total Outstandings shall not sum of the Aggregate Revolving Credit Extensions of Credit exceed the Aggregate Commitments. Each Lender shall be deemed to, aggregate Revolving Credit Commitments and hereby irrevocably and unconditionally agrees to, purchase from (B) the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority authorization to make further future Protective Advances by written notice (provided that existing Protective Advances shall not be subject to the Administrative Agent. Absent such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof). At any time that funding of the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.8(b). (b) Upon the making of a Protective Advances Advance, each Lender shall accrue be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent (regardless of the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest at and participation in such Protective Advance based upon their Revolving Credit Commitment Percentages. From and after the Base Rate plus date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Applicable Rate that is applicable Administrative Agent shall promptly distribute to Base Rate Loans such Lender, such Lender’s Revolving Credit Commitment Percentages of all payments of principal and are not eligible to convert into Eurodollar Rate Loans. interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (c) All Protective Advances shall be payable on demandsecured by the Collateral and shall bear interest as provided in this Agreement for ABR Loans.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Revolving Credit Loans (any such Revolving Credit Loans made pursuant to this Section 2.01(c), “Protective Advances”) (ia) up to an aggregate principal amountamount not to exceed, when taken together with all Overadvances, the aggregate principal amount lesser of Overadvance Loans then outstanding, not to exceed 7.5(x) $15,000,000 and (y) 10.00% of the Borrowing BaseBase outstanding at any time, if the Administrative Agent reasonably deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations Senior Credit Obligations; or (iib) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when . Protective Advances shall constitute Senior Credit Obligations secured by the same Collateral and shall become due; provided that after giving effect be entitled to any all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participations participation in each such Protective Advance in an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) . In no event shall Protective Advances shall accrue interest at cause the Base Rate aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Rate that is applicable Percentage of the Outstanding Amount of all Swing Line Loans to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandexceed such Revolving Credit Lender’s Revolving Credit Commitment.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Revolving Credit Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize (B) The aggregate principal amountamount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, when taken and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit 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 2.01(d)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Revolving Credit Exposure of such Lender to the Revolving Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 noon and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Revolving Credit Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. Lender shall make such advances as approved by the Majority or, if Lender is the only owner of the Loan, such advances that are necessary and prudent to protect and to collect Lender’s interest in the Loan. If the Loan is a Multi- Lender Loan, and Lender fails to make or pay advances approved by the Majority (a) The Administrative Agent “Defaulting Lender”), the other beneficial owners of the Loan are authorized to advance or pay the Defaulting Lender’s pro rata share of the advance and any beneficiary making such advances for a Defaulting Lender shall be authorizedrepaid with interest at 10% per annum from any funds collected on the Loan by SERVICER before Defaulting Lender receives any further payments on the Loan. SERVICER, in its absolute discretion, may, but is not obligated to, advance its own funds to protect the security of Lender’s Loan, including making advances to cure senior liens, property insurance, foreclosure expenses, repairs, advertising, litigation expenses, and similar items, but not Loan payments. SERVICER shall be reimbursed such advances, with interest at any time that any one 10% per annum, from the next Loan payment or more payoff received by the SERVICER, or within 10 days after the SERVICER’S written demand on Lender. To secure SERVICER’s advances, Lender hereby irrevocably assigns to SERVICER, to the extent of advances owed to SERVICER, the next Loan payments or portion of loan payoff received after a SERVICER advance is made. In a Multi-Lender Loan, a lender will be liable to the remaining investors for all damages incurred as result of the conditions in Section 4.02 are not satisfied, Lender’s failure to make Base Rate Loans (“Protective Advances”) (i) up act or failure to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitmentsadvance funds. Each Lender shall be deemed toliable for actual attorneys’ fees incurred as result of said failure to act or failure to advance funds. Should Lender not reimburse SERVICER upon SERVICER’S demand for any fees or advances due SERVICER, and hereby irrevocably and unconditionally agrees to, purchase SERVICER has the right to deduct said amount from the Administrative Agent risk participations in each Protective Advance in an amount equal any funds due Lender (including funds from other loans serviced by SERVICER to the product extent of such said Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, interest in immediately available funds, within one Business Day after the Administrative Agent’s request thereforsaid other loans being serviced by SERVICER). Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationNotwithstanding, the Administrative Agent’s determination that funding SERVICER’S right of a Protective Advance is appropriate offset, any reimbursement for advances owed by Lender, shall be conclusivedue and payable upon demand of SERVICER. SERVICER has the absolute right to refuse to perform services under this Agreement if, after demand, its fees, costs and advances have not been paid by Lender in full after 10-days. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Revolving Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Revolving Credit Lenders to make a Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Credit Lenders to fund their risk participations described in Section 2.01(c)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Revolving Credit Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Revolving Credit Lender to the Total Credit Exposure of all Revolving Credit Lenders (its “Ratable Share”) of such Protective Advance. Each Revolving Credit Lender shall transfer (a “Transfer”) the amount of such Revolving Credit Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Revolving Credit Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Revolving Credit Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Revolving Credit Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Revolving Credit Lender, such Revolving Credit Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 10.2 and 10.3) and other sums payable under the same shall become dueCredit Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $7,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 3.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Collateral 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 Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Excess Availability and the conditions precedent set forth in Section 3.2 have been satisfied, 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 2.4(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a1) The Subject to the limitations set forth below, the Administrative Agent shall be authorizedis authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but will have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, that the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time will not at any time exceed 10.0% of the Revolving Commitment; provided, further, that the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings shall Advances being made will not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances will be secured by the Liens in favor of the Administrative Agent in and to the Collateral and will constitute Obligations hereunder. All Protective Advances will be CBFR Borrowings. The making of a Protective Advance on any one occasion will not obligate the Administrative Agent to make any Protective Advance on any other occasion. 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 will become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (2) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall will be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to the product of such Lender’s Applicable Percentage. 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 will promptly distribute to such Lender, such Xxxxxx’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent is authorized by Borrower and the Lenders to, from time to time in Administrative Agent’s sole good faith discretion (but Administrative Agent shall be authorizednot have any obligation to), make disbursements and advances to Borrower, on behalf of all Lenders, which Administrative Agent, in its sole good faith discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by Borrower pursuant to the Loan Parties under any Loan Documentsterms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 12.3) and other sums payable under the same shall become dueLoan Documents (any of such loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding making of a Protective Advance is appropriate the aggregate amount of outstanding Protective Advances shall not exceed $1,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 3.4 have not been satisfied. The Protective Advances shall be conclusive. (b) secured by the Liens in favor of Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall accrue interest at a per annum rate equal to the Base Index Rate plus the Applicable Rate that Revolver Index Margin plus, at all times an Event of Default has occurred and is applicable continuing, two percent (2%). Administrative Agent’s authorization to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon Administrative Agent’s receipt thereof. Administrative Agent will endeavor to give Borrower and the Lenders prompt notice of any Protective Advance, provided that the failure to give such notice shall not in any way impair or affect Administrative Agent’s rights under this Section 2.9(a). (b) Upon the making of a Protective Advance by Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof (as determined by clause (d) of the definition of Pro Rata Share), payable on demanddemand of Administrative Agent. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share thereof (as determined by clause (e) of the definition of Pro Rata Share) of all payments of principal and interest and all proceeds of Collateral received by Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Credit Exposure shall not exceed the Aggregate CommitmentsCommitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders (other than any Defaulting Lender or any Lender that is (or whose Affiliate is) the Administrative Agent). Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (ii3) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (A) $10,000,000 and (B) 10% of the Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate Commitmentsaggregate Commitments of the Lenders. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall constitute Obligations hereunder and shall (except as expressly agreed otherwise in any Collateral Document) be secured by the Liens in favor of the Administrative Agent in and to the Collateral. All Protective Advances shall be ABR Borrowings in respect of Protective Advances made to any U.S. Borrower and shall be RFR Borrowings in respect of Protective Advances made to any UK Borrower. 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. 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (a) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s Permitted Discretion (but shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedhave no obligation), to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amountthe Borrower, when taken together with the aggregate principal amount on behalf of Overadvance Loans then outstandingall Lenders, not to exceed 7.5% of the Borrowing Base, if which the Administrative Agent deems such Loans necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 11.1) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, (x) unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall give the Borrower two (2) Business Days prior written (including by email) notice before making any Protective Advance and during such CREDIT AGREEMENT – Page 66 two (2) Business Day period the Borrower may provide the Administrative Agent with immediately available funds (or instruct the Administrative Agent to use funds in the Collection Account) in the amount of the proposed Protective Advance in lieu of such Protective Advance and the Administrative Agent may only make such proposed Protective Advance to the extent the Borrower shall have not provided such funds to the Administrative Agent (or authorized Administrative Agent to use funds in the Collection Account for such purpose) prior to the expiration of such two (2) Business Day period and (y) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed five percent (5%) of the Commitments; provided further that, the aggregate Revolving Credit Exposure of the Lenders after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate Commitmentsaggregate Commitments of the Lenders at such time. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in The unpaid principal amount of each Protective Advance in an amount equal shall, subject to Section 2.7(e), bear interest at the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforRate for Base Rate Loans. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice may not be converted to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveBenchmark Rate Loans. (b) Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The making of a Protective Advance on any one occasion shall accrue interest at not obligate the Base Rate plus Administrative Agent to make any Protective Advance on any other occasion and shall not constitute a waiver by the Applicable Rate Administrative Agent or the Lenders of any Event of Default. (c) At any time that there is applicable sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent may request the Lenders to Base Rate Loans and are not eligible make a Revolving Credit Loan to convert into Eurodollar Rate Loans. repay a Protective Advances Advance. (d) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each 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 in proportion to its Applicable Percentage. 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, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (e) The unpaid amount of each Protective Advance shall be due and payable on demandthe earlier of the Maturity Date and demand by the Administrative Agent.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Borrower, at any time that any one or more of the conditions in Section 4.02 are not satisfiedtime, to make Base Rate Loans (“Protective Advances”) (ia) up to in an aggregate principal amount, when taken together with the aggregate principal amount of all Overadvance Loans then outstandingLoans, not to exceed 7.510.0% of the Borrowing Base, if the Administrative Agent deems such Loans Protective Advances necessary or desirable to preserve or and protect the Collateral, or to enhance the collectability or repayment of Obligations the Obligations; or (iib) to pay any other amounts chargeable to the Loan Parties under 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 93 of 432 any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolving Loans and LC Obligations shall not exceed the Aggregate aggregate Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of accordance with its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforPro Rata Percentage. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) 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. . The Administrative Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) Protective Advances defend or maintain the validity or priority of the Administrative Agent’s Liens in 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 Administrative Agent shall accrue interest at use reasonable efforts to notify the Base Rate plus the Applicable Rate Borrower after paying any such amount or taking any such action and shall not make payment of any item that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandbeing properly contested.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by each of the Borrowers, and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the Revolving Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. 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. 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. At any time that there is sufficient Borrowing Base Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a1) The Subject to the limitations set forth below, the Administrative Agent shall be authorizedis authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but will have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, that the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that the aggregate amount of Protective Advances Credit Agreement – Page 50 606004034.3 outstanding at any time will not at any time exceed 10.0% of the Revolving Commitment; provided, further, that the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings shall Advances being made will not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances will be secured by the Liens in favor of the Administrative Agent in and to the Collateral and will constitute Obligations hereunder. All Protective Advances will be CBFR Borrowings. The making of a Protective Advance on any one occasion will not obligate the Administrative Agent to make any Protective Advance on any other occasion. 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 will become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (2) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall will be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to the product of such Lender’s Applicable Percentage. 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 will promptly distribute to such Lender, such Xxxxxx’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s discretion (but shall have absolutely no obligation to), to make Loans (which Loans shall be LIBOR Loans or, if LIBOR Loans are not available for any reason, Base Rate Loans) to the Borrowers on behalf of the Lenders (any of such Loans (are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Revolving Credit Loans and other Revolving Obligations; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations secured by the Collateral and shall be treated for all purposes as LIBOR Loans or Base Rate Loans, when taken as applicable. (B) The aggregate amount of Protective Advances outstanding at any time, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.21(b)(iii). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Base Overnight Rate plus for three (3) Business Days and thereafter at the Applicable LIBOR Rate that is applicable to Base Rate (or, if LIBOR Loans and are not eligible available for any reason, the Base Rate). From and after the date, if any, on which any Lender is required to convert into Eurodollar Rate Loans. fund, and funds, its interest and participation in any Protective Advances Advance purchased hereunder, the Administrative Agent shall be payable on demandpromptly distribute to such Lender, such Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s Permitted Discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at deems necessary (i) to preserve or protect the Collateral, or any time that any one portion thereof, (ii) to enhance the likelihood of, or more maximize the amount of, repayment of the conditions Loans and other Obligations, or (iii) after an Event of Default, to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 4.02 9.03) and other sums payable under the Loan Documents (any of such Loans are not satisfied, herein referred to make Base Rate Loans (as “Protective Advances”) (i) up to an aggregate principal amount); provided that, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, Protective Advances outstanding at any time shall not to at any time exceed 7.510% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become dueAggregate Revolving Commitment; provided that further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The making of a Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender on any one occasion shall transfer the amount of its risk participation to not obligate the Administrative Agent to make any Protective Advance on any other occasion. 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 immediately available funds, within one Business Day after writing and shall become effective prospectively upon the Administrative Agent’s request thereforreceipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationconditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable 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 in proportion to its Applicable Percentage. From and after the date, if any, on demandwhich any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Administrative Agent shall be authorizednotify the Borrower and each Lender in writing of each such Protective Advance, in its discretion, at any time that any one or more which notice (each a "Protective Advance Notice") shall include a description of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount purpose of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the aggregate amount of such Protective Advance, each Lender's Pro Rata Share thereof and the date each Lender shall transfer be required to pay its Pro Rata Share of the amount Protective Advance (the "Protective Advance Date"), which Protective Advance Date shall be not less than two (2) Business Days after delivery of the Protective Advance Notice. Each Lender agrees to pay to the Administrative Agent its risk participation Pro Rata Share of any Protective Advance on the Protective Advance Date in the manner set forth herein for a funding of an Advance. Borrower agrees to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate set forth in immediately available funds, Section 2.11 applicable in the event of a Default. If Borrower fails to make payment in respect of any Protective Advance within one three (3) Business Day Days after the date Borrower receives written demand therefor from the Administrative Agent’s request therefor, such failure shall constitute a Default. Required Lenders may at any time revoke the Administrative Agent’s authority to make further All outstanding principal of, and interest on, Protective Advances shall constitute Secured Obligations secured by written notice to the Administrative AgentCollateral until paid in full by Borrower. Absent such revocationUpon the making of a Protective Advance, the Administrative Agent’s determination that funding of a Protective Advance is appropriate Agent shall be conclusivesubrogated to any and all rights, equal or superior titles, liens and equities, owned or claimed by any owner or holder of said outstanding liens, charges and indebtedness, however remote, regardless of whether said liens, charges and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $2,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate unused Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s Permitted Discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 CBFR Borrowings. 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. 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by each of the Borrowers, and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the Revolving Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances 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. At any time that there is sufficient Borrowing Base Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances in Dollars pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or -138- 140 desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or up to an amount not in excess of the lesser of the Revolving Credit Availability at such time and $5,000,000 (ii) to pay any other amounts chargeable to "Protective Advances"). The Administrative Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Company and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The Company agrees to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the Base Rate applicable to the Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Company fails to make payment in respect of any Protective Advance within one (1) Business Day after the date the Company receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Lender and each Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Lender within one (1) Business Day after the Administrative Agent’s request 's demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent shall be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Lender to make further available to the Administrative Agent its Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandCompany.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time after the occurrence and during the continuance of an Event of Default in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Secured Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, Letter of Credit Disbursements, fees, premiums, reimbursable expenses and other sums payable under the Loan Parties under Documents (any Loan Documents, including costs, fees and expenses, when the same shall become dueof such Loans are herein referred to as “Protective Advances”); provided that after giving effect no Protective Advance shall cause the Aggregate Credit Exposure to any Protective Advance, exceed the Total Outstandings Commitment; provided further that the aggregate amount of Protective Advances outstanding at any time, which were made pursuant to clauses (i), (ii) and (iii) above, shall not at any time exceed $10,000,000. Protective Advances may be made even if the Aggregate Commitmentsconditions precedent set forth in Section 4.02 have not been satisfied. Each Lender The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Collateral and shall constitute Obligations hereunder. All Protective Advance, and each Lender Advances shall transfer the amount of its risk participation to the be ABR 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 immediately available funds, within one Business Day after writing and shall become effective prospectively upon the Administrative Agent’s request thereforreceipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationconditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.05(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable on demanddeemed, 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 in proportion to its Commitment Percentage.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including costs, fees fees, and expensesexpenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”), when the same shall become due; provided that after giving effect no Protective Advance shall cause the Aggregate Credit Exposure to any Protective Advance, the Total Outstandings shall not exceed the Aggregate CommitmentsCommitment; provided, further, that, the aggregate amount of Protective Advances outstanding at any time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed $30,000,000. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.05(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage of the product of Aggregate Commitment. 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedhave absolutely no obligation to), to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amountthe Borrowers, when taken together with the aggregate principal amount on behalf of Overadvance Loans then outstandingall Lenders, not to exceed 7.5% of the Borrowing Base, if which the Administrative Agent deems such Loans necessary or desirable (i) to preserve or protect Collateralthe Collateral or any portion thereof, or (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of the Loans and other Obligations or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of principal, interest, fees, premiums, reimbursable expenses (including costs, fees and expensesexpenses as described in Section 12.3) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 5.2 have not been satisfied. The Protective 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 Base Rate Loans. The Administrative Agent’s authorization to make Protective Advances may be revoked CREDIT AGREEMENT AMONG CIT FINANCE LLC, when THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES at any time by the same Required Lenders. Any such revocation must be in writing and shall become due; provided effective prospectively upon the Administrative Agent’s receipt thereof. At any time that after giving effect there is sufficient Revolving Credit Availability and the conditions precedent set forth in Section 5.2 have been satisfied, the Administrative Agent may request the Lenders to any make a Revolving Credit 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 2.7(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Total Outstandings shall not exceed the Aggregate CommitmentsAdministrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Commitment Percentage. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from transfer (a “Transfer”) the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Commitment Percentage times of the outstanding principal amount of the applicable Protective Advance with respect to such purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m., New York City time, on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. New York City time, and otherwise on the immediately following Business Day (the “Transfer Date”). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.2 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the Protective Advance and, together with Lender’s Commitment Percentage of such Protective Advance, and each Lender shall transfer the constitute Loans of such Lenders, respectively. If any such amount of its risk participation is not transferred to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at Agent by any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent Lender on such revocationTransfer Date, the Administrative Agent’s determination that funding of a Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 4.7. From and after the date, if any, on which any Lender is required to fund, and funds, its participation in any Protective Advance is appropriate purchased hereunder, the Administrative Agent shall be conclusivepromptly distribute to such Lender, such Lender’s Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (a) The but the Administrative Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to the Borrower, which the Administrative Agent, in its sole discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Borrower pursuant to the terms of this Agreement and the other Loan Documents, including costsincluding, without limitation, payments of principal, interest, fees and expenses, when the same shall become due; provided that after giving effect reimbursable expenses (any such Loans are in this Section 2.7 referred to any as “Protective Advance, the Total Outstandings shall not exceed the Aggregate CommitmentsAdvances”). Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) The interest rate on all Protective Advances shall accrue interest be at the Base Rate plus the Applicable Rate that is applicable to Margin for Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. 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 Protective Advances shall constitute Obligations hereunder which may be payable charged to the Payment Account in accordance with Section 2.14. The Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Maturity Date and the date on which demand for payment is made by the Administrative Agent. The Administrative Agent shall notify each Lender and the Borrower in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. Without limitation to its obligations pursuant to Section 10.3, each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rate Share of each such Protective Advance. If such funds are not made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate.

Protective Advances. (a) The Subject to the limitations set forth below, Administrative Agent is authorized by Borrowers and the Lenders, from time to time in Administrative Agent's sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to Borrowers, on behalf of all Lenders, which Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or to enhance the collectability or repayment of Obligations any portion thereof or (ii) to pay any other amounts amount chargeable to or required to be paid by Borrowers pursuant to the Loan Parties under any Loan Documentsterms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 12.02) and other sums payable under the same shall become dueCredit Documents (any of such Loans are herein referred to as "Protective Advances"); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances made at any time, together with any other Protective Advances then outstanding, shall not exceed $50,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 3.03 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Collateral and shall constitute Obligations hereunder. All Protective Advance, and each Lender Advances shall transfer the amount of its risk participation to the be ABR Loans. Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders 's authorization to make Protective Advances may be revoked at any time revoke by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon Administrative Agent’s authority 's receipt thereof. At any time that the conditions precedent set forth in Section 3.03 have been satisfied, Administrative Agent may request the Revolving Lenders to make further Protective Advances by written notice a Revolving Loan to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time, Administrative Agent may require the Lenders to fund their risk participations described in Section 2.12(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by Administrative Agent (whether before or after the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on demandwhich any Lender is required to fund its participation in any Protective Advance purchased hereunder, Administrative Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Administrative Agent shall be authorizednotify Borrower, Parent Guarantor and each Lender in its discretionwriting of each such Protective Advance, at any time that any one or more which notice (each a "Protective Advance Notice") shall include a description of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount purpose of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the aggregate amount of such Protective Advance, each Lender's Pro Rata Share thereof and the date each Lender shall transfer be required to pay its Pro Rata Share of the amount Protective Advance (the "Protective Advance Date"), which Protective Advance Date shall be not less than two (2) Business Days after delivery of the Protective Advance Notice. Each Lender agrees to pay to the Administrative Agent its risk participation Pro Rata Share of any Protective Advance on the Protective Advance Date in the manner set forth herein for the funding of Loans. Borrower or Parent Guarantor agrees to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate set forth in immediately available funds, Section 2.7 applicable in the event of a Default. If Borrower or Parent Guarantor fails to make payment in respect of any Protective Advance within one three (3) Business Day Days after the date Borrower or Parent Guarantor receive written demand therefor from the Administrative Agent’s request therefor, such failure shall constitute a Default. Required Lenders may at any time revoke the Administrative Agent’s authority to make further All outstanding principal of, and interest on, Protective Advances shall constitute Secured Obligations secured by written notice to the Administrative AgentCollateral until paid in full by Borrower or Parent Guarantor. Absent such revocationUpon the making of a Protective Advance, the Administrative Agent’s determination that funding of a Protective Advance is appropriate Agent shall be conclusivesubrogated to any and all rights, equal or superior titles, liens and equities, owned or claimed by any owner or holder of said outstanding liens, charges and indebtedness, however remote, regardless of whether said liens, charges and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its sole discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or to enhance the collectability or repayment of Obligations or any portion thereof, (ii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties Borrower to Administrative Agent, any Lender or any other Person pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.08) and other sums payable under any the Loan Documents, including costs, fees and expenses, when the same shall become dueor (iii) to cure any matter not described in (i) or (ii) above that is a Default (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $500,000.00; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 CBFR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by 100% of the Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect any collateral (or any portion thereof) for the Loans given by the Company or any Guarantor (the "Collateral, ") or to enhance the collectability likelihood or maximize the amount of repayment of Obligations or the Loans (ii) to pay any other amounts chargeable to "Protective Advances"). The Administrative Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Company and expenses, when the same shall become due; provided that after giving effect to any each Bank in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The Company agrees to pay to the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the Prime Rate plus 650 basis points from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Company fails to make payment in respect of any Protective Advance within one Business Day after the date the Company receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Bank, and each Lender Bank agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in U. S. dollars in immediately available funds, the amount equal to such Bank's Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Bank within one Business Day after the Administrative Agent’s request 's demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent shall be entitled to recover any such amount from such Bank together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Bank to make further available to the Administrative Agent its Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Bank of its obligation hereunder to make available to the Administrative Agent such other Bank's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Bank to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandCompany.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Revolving Credit Loans (any such Revolving Credit Loans made pursuant to this Section 2.01(c), “Protective Advances”) (ia) up to an aggregate principal amountamount not to exceed, when taken together with all Overadvances, the aggregate principal amount lesser of Overadvance Loans then outstanding, not to exceed 7.5(x) $15,000,000 and (y) 10.00% of the Borrowing BaseBase outstanding at any time, if the Administrative Agent reasonably deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations Senior Credit Obligations; or (iib) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when . Protective Advances shall constitute Senior Credit Obligations secured by the same Collateral and shall become due; provided that after giving effect be entitled to any all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participations participation in each such Protective Advance in an amount equal to the product of such applicable Revolving Credit Lender’s Applicable Adjusted Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) . In no event shall Protective Advances shall accrue interest at cause the Base Rate aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Adjusted Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Rate that is applicable Adjusted Percentage of the Outstanding Amount of all Swing Line Loans to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandexceed such Revolving Credit Lender’s Revolving Credit Commitment.

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by Borrower and Lenders, from time to time in its Administrative Agent’s sole discretion, (i) after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, or (ii) at any time that any one or more of the other applicable conditions precedent set forth in Section 4.02 4.2 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (i) up to Borrower on behalf of the Revolving Loan Lenders in an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing BaseOne Million Dollars ($1,000,000) that Administrative Agent, if the Administrative Agent in its Permitted Discretion, deems such Loans necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof, (y) to enhance the collectability or likelihood of repayment of Obligations the Obligations, or (iiz) to pay any other amounts amount chargeable to Borrower pursuant to the Loan Parties under terms of this Agreement and/or any Loan DocumentsDocument, including costs, fees and expenses, when Expenses (any of the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender Revolving Loans described in this Section 2.14(a) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each referred to as “Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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 conclusiveAdvances”). (b) Each Revolving Loan Lender shall be obligated to settle with Administrative Agent as provided in Section 2.16 for the amount of such Revolving Loan Lender’s Pro Rata Share of any Protective Advances by Administrative Agent reported to such Revolving Loan Lender. (c) Each Protective Advance shall accrue interest at the Base Rate plus the Applicable Rate be deemed to be a Revolving Loan hereunder, except that is applicable to Base Rate Loans and are not no Protective Advance shall be eligible to convert into Eurodollar be a LIBOR Lending Rate Loans. Portion and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Administrative Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the Collateral, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Base Lending Rate Portions. The provisions of this Section 2.14 and Section 2.16 below are for the exclusive benefit of Administrative Agent and the Revolving Loan Lenders and are not intended to benefit Borrower in any way.

Protective Advances. (a) The Administrative Collateral Agent shall be authorizedmay from time to time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Collateral Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or in an amount outstanding at any time not to exceed $20,000,000 (ii) to pay any other amounts chargeable to "Protective Advances"). The Collateral Agent shall promptly notify the Loan Parties under any Loan Documents, including costs, fees Borrower and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The Borrower agrees to pay the Collateral Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date the Borrower receives written demand therefor from the Collateral Agent, the Collateral Agent shall promptly notify each Lender and each Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Collateral Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advance. If such funds are not made available to the Collateral Agent by such Lender within one (1) Business Day after the Administrative Collateral Agent’s request 's demand therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall Collateral Agent will be conclusive. (b) Protective Advances shall accrue entitled to recover any such amount from such Lender together with interest thereon at the Base Federal Funds Rate plus for the Applicable Rate that is first day after the date of such demand and at the interest rate applicable to Base Rate Loans that are Revolving Loans for each day during the period commencing on the second day after the date of such demand and are not eligible ending on the date such amount is received. The failure of any Lender to convert into Eurodollar Rate Loansmake available to the Collateral Agent its Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Collateral Agent such other Lender's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Collateral Agent. All outstanding principal of, and interest on, Protective Advances shall be payable on demandconstitute Obligations secured by the Collateral until paid in full by the Borrower.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at deems necessary or desirable (i) to preserve or protect the Collateral, or any time that any one portion thereof, (ii) to enhance the likelihood of, or more maximize the amount of, repayment of the conditions 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 to the extent then due, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 4.02 9.03) and other sums payable under the Loan Documents (any of such Loans are not satisfied, herein referred to make Base Rate Loans (as “Protective Advances”) (i) up to an aggregate principal amount); provided that, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, Protective Advances and Overadvances outstanding at any time shall not to at any time exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due$7,500,000; provided that after giving effect to any Protective Advancefurther that, the Total Outstandings aggregate principal amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of the Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation Collateral pursuant to the Loan Documents and shall constitute Secured Obligations hereunder. All Protective Advances shall be CBFR 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 immediately available funds, within one Business Day after writing and shall become effective prospectively upon the Administrative Agent’s request thereforand Borrower’s receipt thereof. Required Lenders may at At any time revoke that there is sufficient Availability and the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocationconditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 ‎4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability collectibility or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Prior to the Existing Tranche Maturity Date, such risk participations shall be purchased by the Extended Tranche Lenders and the Existing Tranche Lenders in accordance with each Lender’s Applicable Percentage. From and after the Existing Tranche Maturity Date, such risk participations shall be purchased by the Extended Tranche Lenders in accordance with each Extended Tranche Lender’s Applicable Percentage. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. (b) Protective Advances shall accrue interest at . At any time that there is sufficient Availability and the Base Rate plus conditions precedent set forth in Section 5.02 have been satisfied, the Applicable Rate that is applicable Administrative Agent may request the Lenders to Base Rate Loans and are not eligible make a Loan to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.repay a 72

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 12.01) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances and Overadvances outstanding at any time shall not exceed 10% of the Maximum Revolver Amount; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 6.02 have not been satisfied. The Protective 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 making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 6.02 have been satisfied, 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 3.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Collateral Agent shall be authorizednotify the Borrower and each Lender in writing of each such Protective Advance, in its discretion, at any time that any one or more which notice shall include a description of the conditions in Section 4.02 are not satisfiedpurpose of such Protective Advance. The Borrower agree to pay the Collateral Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to make time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrower fails to make payment in respect of any Protective Advance within one (“1) Business Day after the date the Borrower receives written demand therefor from the Collateral Agent, the Collateral Agent shall promptly notify each Lender having a Commitment and each such Lender agrees that it shall thereupon make available to the Collateral Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advances”Advance. If such funds are not made available to the Collateral Agent by such Lender within one (1) (i) up Business Day after the Collateral Agent's demand therefor, the Collateral Agent will be entitled to an aggregate principal amount, when taken recover any such amount from such Lender together with interest thereon at the aggregate principal Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of Overadvance Loans then outstanding, not any Lender to exceed 7.5% make available to the Collateral Agent its Revolving Loan Commitment Pro Rata Share of the Borrowing Base, if the Administrative Agent deems any such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay Protective Advance shall neither relieve any other amounts chargeable Lender of its obligation hereunder to make available to the Collateral Agent such other Lender's Revolving Loan Parties under Commitment Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any Loan Documentsother Lender to make such payment to the Collateral Agent. All outstanding principal of, including costsand interest on, fees and expensesProtective Advances shall constitute obligations secured by the Collateral until paid in full by the Borrower. Notwithstanding the foregoing, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each no Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each required to fund any Protective Advance in an amount equal to the product of exceeding such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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's then remaining Commitment. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed ten percent (10.0% percent) of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed ten percent (10.0%) of the Aggregate CommitmentsRevolving Credit Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 5.02 have not been satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(c)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 P.M. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 P.M. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or (ii) to pay "Protective Advances"); provided, however, that the amount of any other amounts chargeable to the Loan Parties under given Protective Advance made at any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings time shall not exceed the Aggregate CommitmentsRevolving Credit Availability at such time and further provided that the aggregate amount of Protective Advances at any time outstanding shall not exceed $750,000. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the The Administrative Agent risk participations shall notify the Borrowers and each Revolving Lender in writing of each such Protective Advance in an amount equal to Advance, which notice shall include a description of the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The Borrowers agree jointly and severally to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrowers fail to make payment in respect of any Protective Advance within one (1) Business Day after the date the Borrowers receive written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Revolving -146- 156 Lender and each Revolving Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Revolving Lender's Revolving Loan Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Revolving Lender within one (1) Business Day after the Administrative Agent’s request 's demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent will be entitled to recover any such amount from such Revolving Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Revolving Lender to make further available to the Administrative Agent its Revolving Loan Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Revolving Lender of its obligation hereunder to make available to the Administrative Agent such other Revolving Lender's Revolving Loan Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Revolving Lender to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandBorrowers.

Protective Advances. (a) The Subject to the limitations set forth below, during the existence of a Default or Event of Default, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan Documentspursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $40,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Credit Exposure shall not exceed the Aggregate aggregate Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative If Agent believes that a Protective Advance is needed or is advisable, Agent shall recommend such Protective Advance to the Participants. If a Participant believes that a Protective Advance is needed or is advisable, the Participant may recommend to the other Participant that the Participants fund a Protective Advance. (b) The Participants shall each have the right, but not the obligation, to fund a Protective Advance recommended by the Agent or by the other Participant. However, no Participant shall fund a Protective Advance unless and until Agent and all Participants have a reasonable opportunity to confer in good faith with regard to the need or advisability of the proposed Protective Advance. Participants acknowledge that time may be authorizedof the essence with respect to recommended Protective Advances, and shall make commercially reasonable efforts to consult expeditiously with regard thereto. (c) If both Participants, after good faith consultation, elect to participate in a given Protective Advance, then they shall fund such Protective Advance on a pari passu basis, based on the Senior Participation Commitment Percentage and the Junior Participation Commitment Percentage. (d) If, after good faith consultation, only one Participant elects to participate in a given Protective Advance, then that Participant, in its discretion, may fund such Protective Advance unilaterally; provided that absent consent by both Participants, unrecovered Protective Advances, to the extent funded unilaterally by one Participant for any purpose other than specified in clause (i) of the definition of “Protective Advance”, may not exceed $2,000,000 at any time that any one or more during the life of the conditions Loan. (e) Any Protective Advance shall be funded by the Participant or Participants directly to Agent, and then shall be administered by Agent in Section 4.02 are not satisfiedaccordance with the Loan Documents and Accepted Servicing Practices. (f) Protective Advances to the extent funded by Senior Participant shall be added to the Senior Participation Principal Balance when actually funded. Protective Advances to the extent funded by Junior Participant shall be added to the Junior Participation Principal Balance when actually funded. Interest thereon, to make Base the extent attributable to Protective Advances (including interest thereon that was previously added to principal), shall accrue at the Protective Advance Interest Rate Loans (“Protective Advances”) (i) up to an aggregate principal amountor, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable and to the Loan Parties under any Loan Documentsextent applicable, including costsat the Protective Advance Default Interest Rate), fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal added to the product of such Lender’s Applicable Percentage times Senior Participation Principal Balance or the amount of such Protective AdvanceJunior Participation Principal Balance, and as applicable, on each Lender shall transfer the amount of its risk participation to the Administrative Payment Date. (g) Agent, in immediately available fundsits capacity as Agent, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority shall have no obligation to make further Protective Advances 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 conclusivefrom its own funds. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Revolving Credit Commitments then in effect. All Protective Advances made by the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed 10.0% of the Aggregate Revolving Credit Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, shall not to exceed 7.510.0% of the Borrowing Base, Aggregate Revolving Credit Commitments then in effect. Protective Advances may be made even if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall conditions set forth in Section 5.02 have not exceed the Aggregate Commitmentsbeen satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(c)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Subject to the limitations set forth below, Administrative Agent is authorized by Borrowers and the Lenders, from time to time in Administrative Agent's sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to Borrowers, on behalf of all Lenders, which Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or to enhance the collectability or repayment of Obligations any portion thereof or (ii) to pay any other amounts amount chargeable to or required to be paid by Borrowers pursuant to the Loan Parties under any Loan Documentsterms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 12.02) and other sums payable under the same shall become dueCredit Documents (any of such Loans are herein referred to as "Protective Advances"); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances made at any time, together with any other Protective Advances then outstanding, shall not exceed $50,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 3.03 have not been satisfied. The Protective Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from secured by the Liens in favor of Administrative Agent risk participations in each Protective Advance in an amount equal and to the product of such Lender’s Applicable Percentage times the amount of such Collateral and shall constitute Obligations hereunder. All Protective Advance, and each Lender Advances shall transfer the amount of its risk participation to the be ABR Loans. Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders 's authorization to make Protective Advances may be revoked at any time revoke by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon Administrative Agent’s authority 's receipt thereof. At any time that the conditions precedent set forth in Section 3.03 have been satisfied, Administrative Agent may request the Revolving Lenders to make further Protective Advances by written notice a Revolving Loan to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of repay a Protective Advance is appropriate shall be conclusiveAdvance. At any other time, Administrative Agent may require the Lenders to fund their risk participations described in Section 2.12(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by Administrative Agent (whether before or after the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Lender shall be payable deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share. From and after the date, if any, on demandwhich any Lender is required to fund its participation in any Protective Advance purchased hereunder, Administrative Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s Permitted Discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) deems necessary (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 9.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; provided further that, the Aggregate Revolving Exposure after giving effect to any the Protective Advance, the Total Outstandings Advances being made shall not exceed the Aggregate CommitmentsRevolving Commitment. Each Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, 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 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations Agent, without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or up to an amount not in excess of the lesser of the Revolving Credit Availability at such time and $5,000,000 (ii) to pay any other amounts chargeable to “Protective Advances”). The Administrative Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Borrowers and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. Each Borrower agrees to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to the Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If a Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Revolving Credit Lender’s Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Revolving Credit Lender within one (1) Business Day after the Administrative AgentAgent ’s request demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent shall be entitled to recover any such amount from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Revolving Credit Lender to make further available to the Administrative Agent its Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent such other Revolving Credit Lender’s Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Revolving Credit Lender to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandBorrowers.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent's sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its reasonable discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 10.03) and other sums payable under the same shall become dueLoan Documents (any of such Loans are herein referred to as "Protective Advances"); provided that after giving effect to any Protective Advancethat, the Total Outstandings aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; and provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Aggregate aggregate unused Commitments. Each Lender Protective Advances may be made even if the conditions precedent set forth in Section 4.03 have not been satisfied. The Protective Advances shall be deemed tosecured by the Liens in favor of the Collateral 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 the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent's receipt thereof. At any time that the Availability Amount is greater than $0 and the conditions precedent set forth in Section 4.03 have been satisfied, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent may request the Domestic Revolving Lenders to make a Domestic 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 each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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 conclusiveSection 2.19(b). (b) Upon the making of a Protective Advances shall accrue interest at Advance by the Base Rate plus Administrative Agent (whether before or after the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances occurrence of a Default), each Domestic Lender shall be payable 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 in proportion to its Applicable Percentage. From and after the date, if any, on demandwhich any Domestic Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by Borrowers, in its discretionfrom time to time, at any time that any one or more the direction of the conditions in Section 4.02 are not satisfiedRequired Lenders, to make Base Rate Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that Required Lenders, in their reasonable discretion, deem necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations, including Loans to obtain the insurance called for by Section 6.5 that any Loan Party fails to obtain, to pay any premium thereon that any Loan Party fails to make, or any other amount which any Loan Party is obligated to pay under this Agreement or any other Loan Document and which is not otherwise paid by such Loan Party (such Loans, “Protective Advances”) (i) up to an aggregate principal amount), when taken together and all such Protective Advances shall be reimbursed by Lenders in accordance with each Lender’s Pro Rata Share, shall constitute Lender Expenses, constitute Obligations hereunder and shall be immediately due and payable, bearing interest at the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable highest rate applicable to the Loan Parties under Term Loans, secured by the Collateral. Agent will provide Borrower Representative with prompt notice of Agent making any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each such Protective Advance at the time it is made or within a reasonable time thereafter. Agent may in an amount equal to the product of such its discretion require each Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding Pro Rata Share of a Protective Advance is appropriate shall approved by Required Lenders to be conclusive. (b) contributed prior to Agent making such Protective Advance. No Protective Advances by Agent are deemed a commitment or an agreement to make Protective Advances in the future or Agent’s waiver of any Event of Default. Agent’s authorization to make the Protective Advances may be revoked at any time by the Required Lenders delivering written notice of such revocation to Agent. Any such revocation shall accrue interest become effective prospectively upon Agent’s receipt thereof. Notwithstanding the foregoing, unless otherwise agreed by the Required Lenders, the aggregate amount of all amounts owing in respect of the Protective Advances outstanding at any one time shall not exceed $2,000,000. The provisions of this Section 9.3 are for the Base Rate plus exclusive benefit of Agent and the Applicable Rate that is applicable to Base Rate Loans Lenders and are not eligible intended to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandbenefit Borrowers (or any other Loan Party) in any way.

Protective Advances. (aA) The Administrative Agent shall be authorized, authorized by each Borrower and the Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate Loans to the Borrowers on behalf of the Lenders (any of such Loans are herein referred to as “Protective Advances”) which the Administrative Agent deems necessary or desirable to (ia) up preserve or protect Collateral or any portion thereof or (b) to an enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Credit Exposure; provided that no Protective Advance shall cause the aggregate principal amountamount of the Total Revolving Credit Outstandings at such time to exceed the Aggregate Commitments then in effect. All Protective Advances made by [Key Tronic] Credit Agreement #510968250 the Administrative Agent constitute Obligations, when taken secured by the Collateral and shall be treated for all purposes as Base Rate Loans. (B) The aggregate amount of Protective Advances outstanding at any time shall not exceed 10.0% of the Aggregate Commitments then in effect, and such Protective Advances, together with the aggregate principal amount of Overadvance Loans then outstandingOveradvances existing at any time, shall not to exceed 7.510.0% of the Borrowing Base, Aggregate Commitments then in effect. Protective Advances may be made even if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall conditions set forth in Section 5.02 have not exceed the Aggregate Commitmentsbeen satisfied. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. At any time that there is sufficient Availability and the conditions precedent set forth in Section 5.02 have been satisfied, the Administrative Agent may request the Lenders to make a 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 2.01(b)(ii)(C). (bC) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Lender shall accrue 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 equal to the proportion of the Total Credit Exposure of such Lender to the Total Credit Exposure of all Lenders (its “Ratable Share”) of such Protective Advance. Each Lender shall transfer (a “Transfer”) the amount of such Xxxxxx’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent set forth in Section 5.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Lender, such Xxxxxx’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, after the occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect any collateral (or any portion thereof) for the Loans given by the Company or any Guarantor (the "Collateral, ") or to enhance the collectability likelihood or maximize the amount of repayment of Obligations or the Loans (ii) to pay any other amounts chargeable to "Protective Advances"). The Administrative Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Company and expenses, when the same shall become due; provided that after giving effect to any each Bank in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. The Company agrees to pay to the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the higher of the Prime Rate or the Federal Funds Rate (PLUS 300 basis points) from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Company fails to make payment in respect of any Protective Advance within one Business Day after the date the Company receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Bank, and each Lender Bank agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in U. S. dollars in immediately available funds, the amount equal to such Bank's Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Bank within one Business Day after the Administrative Agent’s request 's demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent shall be entitled to recover any such amount from such Bank together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Bank to make further available to the Administrative Agent its Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Bank of its obligation hereunder to make available to the Administrative Agent such other Bank's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Bank to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandCompany.

Protective Advances. (a) The Administrative Collateral Agent shall be authorizedmay from time to time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Collateral Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of Obligations or the Loans and other Obligations; provided, however, such disbursements and advances shall not exceed $10,000,000 in the aggregate (ii) to pay any other amounts chargeable to collectively, "Protective Advances"). The Collateral Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Borrower and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings purpose of such Protective Advance. The Borrower agree to pay the Collateral Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date the Borrower receives written demand therefor from the Collateral Agent, the Collateral Agent shall promptly notify each Lender having a Commitment and each such Lender agrees that it shall thereupon make available to the Collateral Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of such Protective Advance. If such funds are not exceed made available to the Aggregate CommitmentsCollateral Agent by such Lender within one (1) Business Day after the Collateral Agent's demand therefor, the Collateral Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. Each The failure of any Lender to make available to the Collateral Agent its Revolving Loan Commitment Pro Rata Share of any such Protective Advance shall neither relieve any other Lender of its obligation hereunder to make available to the Collateral Agent such other Lender's Revolving Loan Commitment Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Collateral Agent. All outstanding principal of, and interest on, Protective Advances shall constitute obligations secured by the Collateral until paid in full by the Borrower. Notwithstanding the foregoing, no Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each required to fund any Protective Advance in an amount equal to the product of exceeding such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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's then remaining Commitment. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorizedmay from time to time, after the ------------------- occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Loan Documents which the Administrative Agent, in its sole discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, the Collateral or any portion thereof or to enhance the collectability likelihood or maximize the amount of repayment of the Loans and other Obligations or up to an amount not in excess of the lesser of the Revolving Credit Availability at such time and $5,000,000 (ii) to pay any other amounts chargeable to "Protective Advances"). The ------------------- Administrative Agent shall notify the Loan Parties under any Loan Documents, including costs, fees Borrowers and expenses, when the same shall become due; provided that after giving effect to any each Lender in writing of each such Protective Advance, which notice shall include a description of the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount purpose of such Protective Advance. Each Borrower agrees to pay the Administrative Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to the Loans from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If a Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender agrees that it shall transfer the amount of its risk participation thereupon make available to the Administrative Agent, in Dollars in immediately available funds, the amount equal to such Revolving Credit Lender's Pro Rata Share of such Protective Advance. If such funds are not made available to the Administrative Agent by such Revolving Credit Lender within one (1) Business Day after the Administrative Agent’s request 's demand therefor. Required Lenders may at any time revoke , the Administrative Agent’s authority Agent shall be entitled to recover any such amount from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Revolving Credit Lender to make further available to the Administrative Agent its Pro Rata Share of any such Protective Advances by written notice Advance shall neither relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent such other Revolving Credit Lender's Pro Rata Share of such Protective Advance on the date such payment is to be made nor increase the obligation of any other Revolving Credit Lender to make such payment to the Administrative Agent. Absent such revocationAll outstanding principal of, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. (b) and interest on, Protective Advances shall accrue interest at constitute Obligations secured by the Base Rate plus Collateral until paid in full by the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demandBorrowers.

Protective Advances. (ai) The Administrative Agent shall be authorized, authorized by each Borrower and the Term Loan Lenders from time to time in its discretion, at any time that any one or more of the conditions in Section 4.02 are not satisfiedAdministrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Base Rate advances to the Borrowers on behalf of the Term Loan Lenders (any of such Loans (are herein referred to as “Protective Advances”) (i) up to in an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base$1,000,000, if which the Administrative Agent deems such Loans necessary or desirable to (a) preserve or protect Collateral, Collateral or any portion thereof or (b) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations or the Term Loans and other Term Loan Exposure. All Protective Advances made by the Administrative Agent constitute Obligations, secured by the Collateral and shall be treated for all purposes as Term Loans. (ii) to pay any other amounts chargeable to the Each Term Loan Parties under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request thereforon a ratable basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances to any or all Borrowers 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. The Administrative Agent may request the Term Loan Lenders to make a Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Term Loan Lenders to fund their risk participations described in Section 2.01(c)(iii). (biii) Upon the making of a Protective Advances Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), each Term Loan Lender shall accrue 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 equal to the proportion of the Term Loan Exposure of such Term Loan Lender to the Term Loan Exposure of all Term Loan Lenders (its “Ratable Share”) of such Protective Advance. Each Term Loan Lender shall transfer (a “Transfer”) the amount of such Term Loan Lender’s purchased interest and participation promptly when requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, but in any case not later than 3:00 p.m. on the Business Day notified (if notice is provided by the Administrative Agent prior to 12:00 p.m. and otherwise on the immediately following Business Day (the “Transfer Date”)). Transfers may occur during the existence of a Default or Event of Default. Such amounts transferred to the Administrative Agent shall be applied against the amount of the applicable Protective Advance and shall constitute Loans of such Term Loan Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Term Loan Lender on such Transfer Date, the Administrative Agent shall be entitled to recover such amount on demand from such Term Loan Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Overnight Rate for three (3) Business Days and thereafter at the Base Rate plus Rate. From and after the Applicable Rate that date, if any, on which any Term Loan Lender is applicable required to Base Rate Loans fund, and are not eligible funds, its interest and participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to convert into Eurodollar Rate Loans. such Term Loan Lender, such Term Loan Lender’s Ratable Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advances shall be payable on demandAdvance.

Protective Advances. (a) The Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that any one deems necessary or more of the conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective Advances”) desirable (i) up to an aggregate principal amount, when taken together with the aggregate principal amount of Overadvance Loans then outstanding, not to exceed 7.5% of the Borrowing Base, if the Administrative Agent deems such Loans necessary or desirable to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the collectability likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (iiiii) to pay any other amounts amount chargeable to or required to be paid by the Loan Parties under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees fees, and expenses, when expenses as described in Section 10.2 and 10.3) and other sums payable under the same shall become dueCredit Documents (any of such Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $7,000,000; provided further that, after giving effect to the making of any Protective AdvanceAdvances, the Total Outstandings aggregate Revolving Exposure shall not exceed the Aggregate aggregate Revolving Commitments. Each Protective Advances may be made even if the conditions precedent set forth in Section 3.2 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Collateral 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 Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Excess Availability (disregarding any Revolving Exposure related to Protective Advances) and the conditions precedent set forth in Section 3.2 have been satisfied, 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 2.4(b). (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Administrative Agent risk participations without recourse or warranty, an undivided interest and participation in each such Protective Advance in an amount equal proportion to its Applicable Percentage. From and after the product of 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, such Lender’s Applicable Percentage times of all payments of principal and interest and all proceeds of Collateral received by the amount Administrative Agent in respect of such Protective Advance, and each Lender shall transfer the amount of its risk participation to the Administrative AgentAdvance (appropriately adjusted, in immediately available fundsthe case of interest payments, within one Business Day after to reflect the Administrative Agentperiod of time during which such Lender’s request therefor. Required Lenders may at any time revoke participating interest was outstanding and funded and, in the Administrative Agentcase of principal and interest payments, to reflect such Lender’s authority pro rata portion of such payment if such payment is not sufficient to make further pay the principal and interest on all Protective Advances 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 conclusivethen due). (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.

Protective Advances. (a) The Administrative Agent shall be authorized, in its discretion, at any time that any one or more of the conditions in Section 4.02 6 are not satisfied, to make Base Rate Loans (“Protective Advances”) (i) ), up to an aggregate principal amount, when taken together combined with the aggregate principal amount of Overadvance Loans then outstandingall other Protective Advances and Overadvances outstanding at any time, not to exceed 7.510% of the Aggregate Borrowing Base; in each case, (1) if the Administrative Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations or (ii2) to pay any other amounts chargeable to the Loan Parties Obligors under any Loan Documents, including costs, fees and expenses, when the same shall become due; provided that after giving effect to any Protective Advance, the Total Outstandings shall not exceed the Aggregate Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent risk participations participate in each Protective Advance on a Pro Rata basis provided that such Revolver Loans shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the product Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Lender’s Applicable Percentage times Revolver Loans shall be Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be Tranche A Revolver Loans; provided further that, (i) the aggregate amount of outstanding Protective Advance, Advances constituting Tranche A Revolver Loans plus the outstanding principal amount of Tranche A Revolver Loans and each LC Obligations of any Lender shall transfer not exceed its Tranche A Revolver Commitment, (ii) the aggregate amount of outstanding Protective Advances constituting Tranche B Revolver Loans plus the outstanding principal amount of Tranche B Revolver Loans of any Lender shall not exceed its risk participation to Tranche B Revolver Commitment and (iii) the Administrative Agentoutstanding principal amount of all Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Tranche A Revolver Lender or Tranche B Revolver Lender, as applicable, shall participate in immediately available funds, within one Business Day after the Administrative Agent’s request thereforeach Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances 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. (b) Protective Advances shall accrue interest at the Base Rate plus the Applicable Rate that is applicable to Base Rate Loans and are not eligible to convert into Eurodollar Rate Loans. Protective Advances shall be payable on demand.