Common use of Protective Advances Clause in Contracts

Protective Advances. The Agent shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent's sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount to, or for the benefit of, Borrower, on behalf of $10,000,000 outstanding at any timethe Revolving Lenders, if the Agent that Agent, in its Permitted Discretion, deems such Revolving Loans necessary or desirable (1) to preserve or protect any the Collateral, or any portion thereof, or (2) to enhance the collectibility or likelihood of repayment of the Obligations or (bother than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to pay as "Protective Advances"). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that one time shall not exceed $5,000,000 without the consent of Required Lenders. (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent's Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization to make further , Swing Lender, and the Lenders (it being understood that Required Lenders may, without the consent of Borrower, waive any of the restrictions or limitations in respect of Protective Advances may be revoked by written notice set forth in this Section 2.3(d)) and are not intended to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by the Loan Parties and Lenders, from time to time in such Agent’s sole discretion (but such Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to the Loan Parties, which such Agent, in its sole discretion, at any time that a Default deems necessary or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) desirable (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (b) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (bc) to pay any other amounts amount chargeable to, or required to be paid by, the Loan Parties pursuant to the Obligors under any terms of this Agreement and the other Loan Documents, including costsincluding, without limitation, payments of principal, interest, fees, and expenses; provided, that without the consent reimbursable expenses (any of the Lenders, such Loans are in this clause (c) referred to as “Protective Advances”). Protective Advances pursuant to clause (a) preceding shall may be made even if the conditions precedent set forth in Article III have not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsbeen satisfied. All The interest rate on all Protective Advances shall be Obligations, at the Alternate Base Rate plus the Applicable Margin for the Tranche A-2 Term Loans. Protective Advances shall not exceed $5,000,000 in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be treated for charged to the Loan Account in accordance with Section 2.15(f). Borrower shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than earlier of the Maturity Date and the date that is three (3) Lenders (subject Business Days following the date on which demand for payment is made by the applicable Agent. The applicable Agent shall notify each Lender and Lead 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 4.2)9.06, Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect each Lender agrees that it shall make available to the proviso thereof or (b) applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such 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 applicable Agent, at any time when there are the Federal Funds Effective Rate for three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than Business Days and thereafter at the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAlternate Base Rate.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding one time shall not cause exceed $4,000,000. (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a Non-Prime Rate Loan and, prior to Settlement therefor, all payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Prime Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by the Loan Parties and Lenders, from time to time in such Agent’s sole discretion (but such Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to the Loan Parties, which such Agent, in its sole discretion, at any time that a Default deems necessary or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) desirable (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (b) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (bc) to pay any other amounts amount chargeable to, or required to be paid by, the Loan Parties pursuant to the Obligors under any terms of this Agreement and the other Loan Documents, including costsincluding, without limitation, payments of principal, interest, fees, and expenses; provided, that without the consent reimbursable expenses (any of the Lenders, such Loans are in this clause (c) referred to as “Protective Advances”). Protective Advances pursuant to clause (a) preceding shall may be made even if the conditions precedent set forth in Article III have not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsbeen satisfied. All The interest rate on all Protective Advances shall be Obligations, at the Alternate Base Rate plus the Applicable Margin. Protective Advances shall not exceed $5,000,000 in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be treated for charged to the Loan Account in accordance with Section 2.15(f). Borrower shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than earlier of the Maturity Date and the date that is three (3) Lenders (subject Business Days following the date on which demand for payment is made by the applicable Agent. The applicable Agent shall notify each Lender and Lead 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 4.2)9.06, Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect each Lender agrees that it shall make available to the proviso thereof or (b) applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such 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 applicable Agent, at any time when there are the Federal Funds Effective Rate for three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than Business Days and thereafter at the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAlternate Base Rate.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (after the occurrence and during the continuance of a Default or an Event of Default exists Default, or any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied), Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.1(b)(i) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any one time, if when taken together with the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateralaggregate amount of all Bank Product Reserves then outstanding, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause exceed $2,500,000 (the outstanding “Maximum Applicable Reserve”). (ii) Each Protective Advance shall be deemed to be a Revolving Loans and LC Obligations Loan hereunder, except that no Protective Advance shall be eligible to exceed be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The Agent’s authorization provisions of this Section 2.1(b) are for the exclusive benefit of Agent and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists or Default, (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, or (C) at any time with respect to clauses (2) and (3) below, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount to, or for the benefit of, Borrower, on behalf of $10,000,000 outstanding at any timethe Revolving Lenders, if the Agent that Agent, in its Permitted Discretion, deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (2) to make payments with respect to any Tax Lien subject to Borrower’s right to make such Lien the subject of a Permitted Protest (and Borrower hereby authorizes Agent to make such payment on Borrower’s behalf), or (3) to enhance the collectibility or likelihood of repayment of the Obligations or (bother than the Bank Product Obligations) to pay any other amounts chargeable to (the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations described in this Section 2.3(d)(i) shall be referred to exceed as “Protective Advances”). (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding one time shall not cause exceed $5,000,000. (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized, Without limiting any provisions contained herein or in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, at its option, the Lender may make “protective advances” to pay for any obligation of any Borrower that has not been timely paid or to make any payments necessary to maintain or preserve value (including going concern value) of the Collateral following and during the continuance of an Event of Default; provided that nothing in this paragraph shall be interpreted as imposing any obligation on the Lender to (i) make any such “protective advance”, or any similar advance or disbursement, or otherwise to establish any course of dealing between the Lender and the Borrowers of any kind or nature or (ii) cure or perform any obligations or other promises of any Borrower. The making of any such “protective advance” shall not be construed as a waiver of any Defaults or Events of Default nor shall the making of any such “protective advance” be construed as a satisfaction, reinstatement, modification, amendment or extension by the Lender of any of the Loans or Loan Documents, or as a waiver, relinquishment or forbearance by the Lender of any of its rights and remedies under any of the Loans or the Loan Documents. All “protective advances” disbursed by the Lender in connection with this paragraph, including reasonable attorneys’ fees, court costs, feesreasonable expenses and other charges relating thereto, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable, secured upon demand, by the Collateral, Borrowers to the Lender and shall be treated for all purposes as Extraordinary Expenses. Each Lender additional Obligations secured hereby and shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to bear interest until paid at the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveDefault Rate.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by Borrower and Lenders, from time to time in such Agent’s sole discretion (but such Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to Borrower, which such Agent, in its sole discretion, at any time that a Default deems necessary or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) desirable (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (b) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (bc) to pay any other amounts amount chargeable to, or required to be paid by, Borrower pursuant to the Obligors under any terms of this Agreement and the other Loan Documents, including costsincluding, without limitation, payments of principal, interest, fees, and expenses; provided, that without the consent reimbursable expenses (any of the Lenders, such Loans are in this clause (c) referred to as “Protective Advances”). Protective Advances pursuant to clause (a) preceding shall may be made even if the conditions precedent set forth in Article III have not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsbeen satisfied. All The interest rate on all Protective Advances shall be Obligations, at the Alternate Base Rate plus the Applicable Margin for the Term Loans. Protective Advances shall not exceed 15% of the Term Loan Exposure in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be treated for charged to the Loan Account in accordance with Section 2.15(f). Borrower shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than earlier of the Maturity Date and the date that is three (3) Lenders (subject Business Days following the date on which demand for payment is made by the applicable Agent. The applicable Agent shall notify each Lender and 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 4.2)9.06, Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect each Lender agrees that it shall make available to the proviso thereof or (b) applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advance. If such funds are not made available to the applicable Agent by such Lender, such 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 applicable Agent, at any time when there are the Federal Funds Rate for three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than Business Days and thereafter at the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAlternate Base Rate.

Protective Advances. The Administrative Agent shall be authorizedis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s discretion, to make, at any time that and from time to time, a Default disbursement or Event advance which: (a) is made to maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which is otherwise for the benefit of Default exists the Secured Parties; or (b) is made to enhance the likelihood of, or to maximize the amount of, repayment of any conditions in Section 6 are not satisfiedObligation; and (c) is made to pay any amount chargeable to any Loan Party hereunder (collectively, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses); provided, that without the consent aggregate principal amount of all such Protective Advances shall not exceed 10% of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsTerm Loan Borrowing Base at any time. All Protective Advances shall be Obligationsrepayable on demand of the Administrative Agent and, together with all interest thereon, constitute Obligations secured by the Collateral. Protective Advances shall not constitute Term Loans but shall otherwise constitute Obligations for all purposes hereunder. Interest on Protective Advances shall be payable at the LIBO Rate in effect from time to time, plus the Applicable Margin and shall be treated for all purposes as Extraordinary Expensespayable on demand of the Administrative Agent. Each Lender agrees that it shall participate pay to Administrative Agent, upon Administrative Agent’s demand, in immediately available funds, an amount equal to such Lender’s pro rata share of each such Protective Advance. The making of any such Protective Advance on a Pro Rata basisany one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Protective Advance on any other occasion or to permit such Protective Advances to remain outstanding. The Agent’s authorization Administrative Agent shall have no liability for, and no Loan Party or Secured Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to make further any Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAdvance.

Protective Advances. The Agent shall be authorizedAll advances, in its discretiondisbursements and expenditures made or incurred by Beneficiary before and during a foreclosure, and before and after judgment of foreclosure, and at any time that a Default prior to sale and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in addition to those otherwise authorized by this Deed of Trust or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans by applicable law (“collectively "Protective Advances”) "), shall have the benefit of all applicable provisions of law, including without limitation those referred to below: (a) up to an aggregate amount all advances by Beneficiary in accordance with the terms of $10,000,000 outstanding at this Deed of Trust to: (i) preserve, maintain or repair any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any CollateralTrust Property, or to enhance restore or rebuild the collectibility improvements upon the Trust Property; (ii) preserve the lien of this Deed of Trust or repayment the priority hereof; or (iii) enforce this Deed of Obligations or Trust; (b) payments by Beneficiary of: (i) principal, interest or other obligations in accordance with the terms of any prior Lien or encumbrance on the Trust Property; (ii) real estate taxes and assessments, general and special and other taxes and assessments of any kind or nature whatsoever that are assessed or imposed upon the Trust Property or any part thereof; (iii) amounts in connection with any Tenant Lease pursuant to pay Section 4.3 hereof; (iv) other obligations authorized by this Deed of Trust; or (v) any other amounts chargeable in connection with other Liens, encumbrances or interests reasonably necessary to preserve the status of title to the Obligors Trust Property; (c) advances by Beneficiary in settlement or compromise of any claims asserted by claimants under any Loan Documentsprior Liens; (d) reasonable attorneys' fees and other costs incurred (including charges for in-house counsel): (i) in connection with a judicial foreclosure or trustee's sale; (ii) in connection with any action, including costssuit or proceeding brought by or against Beneficiary for the enforcement of this Deed of Trust or arising from the interest of Beneficiary hereunder; or (iii) in preparation for or in connection with the commencement, fees, prosecution or defense of any other action that could materially adversely affect the lien of this Deed of Trust or the Trust Property; (e) expenses deductible from proceeds of sale; and (f) expenses incurred and expenses; provided, that without the consent expenditures made by Beneficiary for any one or more of the Lendersfollowing: (i) premiums for casualty and liability insurance paid by Beneficiary (whether or not Beneficiary or a receiver is in possession) and all renewals thereof; (ii) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (iii) payments deemed by Beneficiary to be required for the benefit of the Trust Property or required to be made by the owner of the Trust Property under any grant or declaration of easement, Protective Advances pursuant easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Trust Property; (iv) shared or common expense assessments payable to clause any association or corporation in which the owner of the Trust Property is a member in any way affecting the Trust Property; and (av) preceding shall not cause the outstanding Revolving Loans any costs incurred in connection with obtaining approvals and LC Obligations to exceed the aggregate Revolving Commitmentslicenses from Gaming Authorities including investigation costs. All Protective Advances shall be Obligations, additional Obligations secured by the Collateral, this Deed of Trust and shall become immediately due and payable upon demand and with interest thereon from the date of the advance until paid at the Default Rate. This Deed of Trust shall be treated a lien for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice as to subsequent purchasers and judgment creditors from the time this Deed of Trust is recorded. All Protective Advances shall, except to the Agent signed by extent, if any, that any of the same is clearly contrary to or inconsistent with the applicable provisions of law, apply to and be included in: (a) any determination of the amount of indebtedness secured by this Deed of Trust at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or time; (b) at the indebtedness found due and owing to Beneficiary in the judgment of foreclosure and any time when there are three (3) subsequent supplemental judgments, orders, adjudications or fewer Lenders (subject to Section 4.2)findings by the court of any additional indebtedness becoming due after such entry of judgment, all Lenders other than the Agent. Absent such revocationit being agreed that in any foreclosure judgment, the Agent’s determination that funding court may reserve jurisdiction for such purpose; and (c) application of a Protective Advance is appropriate shall be conclusiveincome in the hands of any receiver or mortgagee in possession.

Protective Advances. The Without limiting any provisions contained herein or in any other Loan Documents, at its option, upon the occurrence and during the continuance of a Default, the Agent may make “protective advances” to pay for any obligation of any Loan Party or to make any payments necessary to maintain or preserve value (including going concern value) of the Collateral; provided, however, that nothing in this paragraph shall be authorizedinterpreted as imposing any obligation on the Agent or any other Secured Party to (i) make any such “protective advance”, in its discretionor any similar advance or disbursement, at or otherwise to establish any time that course of dealing between the Secured Parties and the Loan Parties of any kind or nature or (ii) cure or perform any obligations or other promises of any Loan Party. The making of any such “protective advance” shall not be construed as a waiver of any Default or Event of Default exists nor shall the making of any such “protective advance” be construed as a satisfaction, reinstatement, modification, amendment or extension by any conditions in Section 6 are not satisfied, to make Base Rate Revolving Secured Party of the Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if or the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, or as a waiver, relinquishment or forbearance by any Secured Party of any of its rights and remedies under the Loans or the Loan Documents. All “protective advances” disbursed by the Agent in connection with this paragraph, including attorneys’ fees, court costs, feesexpenses and other charges relating thereto, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable, upon demand, by the Loan Parties to the Agent and shall be additional Obligations secured by the Collateral, Loan Documents and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate bear interest until paid at the default interest rate specified in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to Section 2.7(b); provided that the maximum aggregate principal amount of “protective advances” that the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by may make during the definition term of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance this Agreement is appropriate shall be conclusive$20,000,000.

Protective Advances. The 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 (but shall be authorizedhave absolutely no obligation to) during the continuation of a Unmatured Default or Default, to make Advances to the Borrower, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed 10% of the Borrowing Base, which the Agent, in its discretionPermitted Discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including costs, fees, and expensesexpenses as described in Section 9.6 (any of such Advances are herein referred to as “Protective Advances”); providedprovided that, that without the consent of the Lenders, no Protective Advances pursuant to clause (a) preceding Advance shall not cause the outstanding Revolving Loans and LC Obligations Aggregate Credit Exposure to exceed the aggregate Revolving CommitmentsAggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.3 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ObligationsFloating Rate Advances, secured by shall bear interest at the Collateral, default rate set forth in Section 2.12 and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance payable on a Pro Rata basisthe earlier of demand or the Facility Termination Date. The Required Lenders may at any time revoke the Agent’s authorization to make further Protective Advances may Advances. Any such revocation must be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, in writing and shall become effective prospectively upon the Agent’s determination receipt thereof. At any time that funding of there is sufficient Availability and the conditions precedent set forth in Section 4.3 have been satisfied, the Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Agent may require the Lenders to fund their risk participations described in Section 2.2. Agent shall notify the Lenders of the making of any Protective Advance is appropriate shall be conclusivewithin two Business Days thereafter and will endeavor to give the Lenders notice in advance of making any Protective Advance when practical.

Protective Advances. The Subject to the limitations set forth below and in the proviso to the first sentence of Section 2.1(a), and whether or not an Event of Default or a Default shall have occurred and be continuing, the Administrative Agent shall be authorizedis authorized by the Borrower and the Lender, from time to time in the Administrative Agent's sole good faith discretion, to make Revolving Loans to the Borrower on behalf of the Lender, which the Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans deems necessary (“Protective Advances”i) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Revolving Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan Borrower pursuant to the terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and reimbursable expenses; provided, in the event that without the consent any amounts are still owing after application of the Lendersamounts in the Spread Account pursuant to Sections 2.10 or 2.12 (any of such Revolving Loans are herein referred to as "Protective Advances"). Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate amount of Protective Advances made by the Administrative Agent pursuant to clause this Section 2.1(c) exceed $5,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. The Protective Advances shall be secured by the Collateral and shall constitute Obligations. The Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Revolving Commitment Termination Date and within two (a2) preceding shall not cause Business Days following demand for payment by the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAdministrative Agent. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveBase Rate Loans.

Protective Advances. The Agent shall be authorized, in its discretion, at any time or times that a Default or Event of Default exists or any of the conditions precedent set forth in Section 6 are 11 have not been satisfied, to make Revolver Loans that are Base Rate Revolving Loans in an aggregate amount outstanding at any time not to exceed $10,000,000, but only to the extent that Agent, in the exercise of its Credit Judgment, deems the funding of such Loans (herein called “Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans be necessary or desirable (i) to preserve or protect the Collateral or any Collateralportion thereof, or (ii) to enhance the collectibility likelihood, or increase the amount, of repayment of the Obligations or (biii) to pay any other amounts chargeable amount then due and owing by Obligors pursuant to the Obligors under any Loan Documentsterms of this Agreement, including costs, fees, fees and expenses; provided, that without the consent all of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All which Protective Advances shall be Obligations, deemed part of the Obligations and secured by the Collateral, and shall be treated for all purposes of this Agreement (including Sections 5.5.1 and 15.4) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, however, that (a) no Protective Advance shall be made under clause (i) or (ii) above unless requested by Borrower Representative, and (b) the Required Lenders may at any time revoke Agent’s authorization to make Protective Advances by written notice to Agent, which shall become effective prospectively upon and after Agent’s actual receipt thereof. Absent such revocation, Agent’s determination that the making of a Protective Advance is required for any such purposes shall be conclusive. Each Lender shall participate in each Protective Advance on a in an amount equal to its Pro Rata basisshare of the Revolver Commitments. The Agent’s authorization to make further Notwithstanding the foregoing, the maximum amount of Protective Advances outstanding at any time, when added to the aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders). Nothing in this Section 2.1.4 shall be construed to limit in any way the amount of Extraordinary Expenses that may be revoked incurred by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination and that funding of a Protective Advance is appropriate Borrowers shall be conclusiveobligated to reimburse to Agent as provided in the Loan Documents.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by the Companies and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make Revolving Loans to the Companies on behalf of the Revolving Lenders, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan Companies pursuant to the terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expensesreimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”); provided, that without the consent amount of the Lenders, Revolving Loans plus Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsCommitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. All Protective Advances shall be Obligations, Base Rate Loans. Each Protective Advance shall be secured by the Collateral, Liens in favor of the Collateral Agent in and to the Collateral and shall be treated for constitute Obligations hereunder. The Companies shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The the earlier of the Revolving Commitment Termination Date and the date on which demand for payment is made by Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The (a) 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 in Dollars, on behalf of all Lenders, which the Administrative Agent, in its discretionPermitted Discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan DocumentsBorrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expensesexpenses as described in Section 9.1) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); providedprovided that, that without the consent aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $15.0 million; and provided further that, upon making such Protective Advance (A) the Aggregate Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment, (B) the Aggregate Exposure after giving effect to the Protective Advances shall not exceed the Aggregate Commitments. 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 Lenders, Protective Advances pursuant Administrative Agent in and to clause (a) preceding the Collateral and shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsconstitute Secured Obligations. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary ExpensesABR Borrowings. Each Lender shall participate in each The making of a Protective Advance on a Pro Rata basisany one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Required Lenders” without giving effect . 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 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 proviso thereof or Administrative Agent may require the Lenders to fund their risk participations described in Section 2.4(b). (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than Upon the Agent. Absent such revocation, the Agent’s determination that funding making of a Protective Advance is appropriate by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be conclusivedeemed, 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.

Protective Advances. The Agent shall be (i) In the event that Borrowers are not otherwise permitted to borrow hereunder, Borrowers agree that Xxxxxx is authorized, but not obligated, to make loans to Borrowers in Xxxxxx’s sole and absolute discretion at Borrowers’ request (a “Non- Formula Discretionary Protective Advance”). (ii) Borrowers hereby authorize Lender from time to time, but with no obligation, to make loans, with or without the consent of Borrowers, which Lender, in its sole and absolute discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to (a) preserve or protect any the DIP Collateral, or to enhance the collectibility or repayment of Obligations or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the DIP Obligations, or (c) pay any other amounts amount chargeable to or required to be paid by Borrowers pursuant to the Obligors under any Loan Documentsterms of this Agreement, including payments of reimbursable costs, fees, and expenses; provided, that without and other sums payable under the consent of Loan Documents (a “Lender Initiated Protective Advance,” and together with Non- Formula Discretionary Protective Advances, each a “Protective Advance”). Any Lender Initiated Protective Advance may be funded at Lender’s election (i) by deposit into the LendersCash Management Account of, or other payment to, Borrowers or (ii) by retention as collections by Xxxxxx to be applied to Borrowers’ obligations as set forth in Section 1.3(b). (iii) Each Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances Advance shall be Obligations, secured by the Collateral, liens in favor of Xxxxxx in and to the DIP Collateral and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisconstitute borrowings under the Revolver hereunder. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding making of a Protective Advance is appropriate on any one occasion shall be conclusivenot obligate Lender to make any Protective Advance on any other occasion. In the event of a conflict between this Section 1.1(e) and the remainder of this Agreement, this Section 1.1(e) shall control.

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by each Borrower and the Lenders (but is not obligated to), from time to time in its the Administrative Agent’s sole discretion, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that a Default or Event any of Default exists or any the other applicable conditions precedent set forth in Section 6 Article III are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up advances to an aggregate amount the Borrowers on behalf of $10,000,000 outstanding at any timethe Lenders that the Administrative Agent, if the Agent in its Permitted Discretion, deems such Revolving Loans necessary or desirable (A) to preserve or protect any the Collateral, or any portion thereof, (B) to enhance the collectibility or likelihood of repayment of Obligations the Obligations, or (bC) to pay any other amounts amount chargeable to the Obligors under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including costs, fees, and expenses; provided, that without the consent Agent Expenses (any of the Lendersadvances described in this Section 2.17(a) shall be referred to as “Protective Advances”), which Protective Advances pursuant shall bear interest at all times at the same rate as would be applicable during the continuation of an Event of Default to clause the Loans, whether or not an Event of Default then exists. (ab) preceding shall not cause All payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by payable to the CollateralAdministrative Agent solely for its own account. The principal of and accrued unpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked secured by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding Liens, not be subject to the pro rata payment provisions of this Agreement, and constitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit of the Administrative Agent and the Lenders, and are not intended to benefit the Obligors in any way, and in no event shall a Protective Advance is appropriate shall Borrower or any other Obligor be conclusivedeemed a beneficiary of this Section nor authorized to enforce any of its terms.

Protective Advances. The (a) 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 reasonable discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of the Loans and other Obligations or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan DocumentsParties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expensesexpenses as described in Section 10.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); providedprovided that, that without the consent aggregate amount of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three shall not at any time exceed the lesser of (3x) Lenders $2,500,000 and (subject to Section 4.2), Requisite Lenders as defined by y) 5.0% of the definition of “Requisite Lenders” without giving effect to the proviso thereof or Aggregate Commitments; provided further that - 99- (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than Upon the Agent. Absent such revocation, the Agent’s determination that funding making of a Protective Advance is appropriate by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be conclusivedeemed, 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 Pro Rata Share. On any Business Day, the Administrative Agent may, in its sole discretion, give notice to the Lenders that the Lenders are required to fund their risk participations in Protective Advances (and, if any Protective Advance is outstanding on the thirtieth calendar day following the date of Borrowing of such Protective Advance, then on the first Business Day following such thirtieth calendar day, the Administrative Agent shall give such notice) in which case each Lender shall fund its participation on the date specified in such notice. 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 Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. ARTICLE III.

Protective Advances. The Subject to the limitations set forth below and in the proviso to Section 2.2(a)(i), and whether or not an Event of Default or a Default shall have occurred and be continuing, the Administrative Agent is authorized by Company and the Lenders, from time to time in the Administrative Agent’s sole discretion (but the Administrative Agent shall be authorizedhave absolutely no obligation to), to make Tranche A Revolving Loans to Company on behalf of the Lenders, which the Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by Company pursuant to the Obligors under any Loan terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and reimbursable expenses, in the event that any amounts are still owing after application of the amounts in the Finance Charge Collections Account and the Spread Account pursuant to Sections 2.13 or 2.15(b) (any of such Tranche A Revolving Loans are herein referred to as “Protective Advances”); provided, that without the consent of the LendersAdministrative Agent may not make a Protective Advance if, after giving effect to such Protective Advance, (1) there would be more than $10 million in Protective Advances pursuant to clause outstanding or (a2) preceding a Borrowing Base Deficiency would be created or increased. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. The Protective Advances shall not cause be secured by the outstanding Revolving Loans Collateral and LC Obligations to exceed the aggregate Revolving Commitmentsshall constitute Obligations. All Protective Advances shall be Obligations, secured by Base Rate Loans. Company shall pay the Collateral, unpaid principal amount and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined earlier of the Revolving Commitment Termination Date and within one Business Day following demand for payment by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Administrative Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. 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 conditions in Section 6 4.02 are not satisfied, without regard to the amount of Overall Excess Availability to make Base Rate Revolving Loans loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent Administrative Agent, in its Permitted Discretion, deems such Revolving Loans necessary or desirable to preserve or protect any CollateralCollateral or the Borrowers’ business operations, or to enhance the collectibility collectability or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Obligations. All Protective Advances pursuant to clause (a) preceding shall not cause bear interest at the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsDefault Rate. All Protective Advances shall be Obligations, Obligations secured by the Collateral, Collateral and shall be treated for all purposes as Extraordinary Expensespayable by the Borrowers on demand by the Administrative Agent. Each The Revolving Credit Lenders may, in their sole discretion, participate in such Protective Advances in which case, each Revolving Credit Lender and Term A Loan Lender shall participate in each Protective Advance on a pro rata between the Revolving Credit Facility and the Term A Loan Facility and in accordance with each such Lenders’ Applicable Percentage thereof and shall reimburse the Administrative Agent upon such election (such Protective Advances, “Pro Rata basisProtective Advances”). The Agent’s authorization to make further Any funding of Protective Advances may be revoked by written notice to the Agent signed by (aincluding Pro Rata Protective Advances) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined shall not constitute a waiver by the definition Administrative Agent or the Lenders of “Requisite Lenders” without giving effect 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 the proviso thereof or (b) at enforce any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveits terms.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by the Companies and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make Revolving Loans to the Companies on behalf of the Revolving Lenders, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by any Credit Party pursuant to the Obligors under any Loan terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, customary fees and expensesreimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”); provided, that without the consent amount of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All plus Protective Advances shall not exceed the Revolving Commitments then in effect. Protective Advances may be Obligations, made even if the conditions precedent set forth in Section 3 have not been satisfied. Protective Advances shall not exceed $1,500,000 in the aggregate at any time without the prior consent of Requisite Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall be treated for constitute Obligations hereunder. The Companies shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked the earlier of the Revolving Commitment Termination Date and the date on which demand for payment is made by written notice to the Administrative Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “or Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The (a) Subject in all respects to the limitations set forth below and the terms of Section 9.22 of this Agreement (and notwithstanding anything to the contrary in Section 4.02, including failure to satisfy or waive any of the conditions precedent set forth in Section 4.02), the Administrative Agent is authorized by Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorizedhave absolutely no obligation to), in its discretionto make Loans to Borrower, on behalf of all Lenders at any time that a Default or Event of Default exists or any conditions condition precedent set forth in Section 6 are 4.02 has not satisfiedbeen satisfied or waived, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any timewhich the Administrative Agent, if the Agent in its Permitted Discretion, deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by Borrower pursuant to the Obligors under any Loan Documentsterms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expensesexpenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Adjusted Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 5% of the aggregate Commitments as determined on the date of such proposed Protective Advance; and provided, that further that, the aggregate amount of such proposed Protective Advances plus the aggregate Exposures shall not exceed the aggregate Commitments. No Protective Advance may remain outstanding for more than 60 days without the consent of the Required Lenders, . Each Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances Advance shall be Obligations, secured by the Collateral, Liens in favor of the Administrative Agent in and to the Collateral and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisconstitute Facility Obligations and Secured Obligations hereunder. The Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Required Lenders” without giving effect to . Any such revocation must be in writing and shall become effective prospectively upon the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Administrative Agent’s determination that funding receipt thereof. The making of a Protective Advance is appropriate on any one occasion shall be conclusivenot obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the 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).

Protective Advances. The Agent shall be authorized, in its discretion(a) Any contrary provision of this Agreement or any Other Document notwithstanding, at any time that (i) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (ii) that any of the other applicable conditions precedent set forth in Section 6 8.1 are not satisfied, Agent hereby is authorized by Borrowers and Lenders, from time to time in Agent’s sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount advances to, or for the benefit of, Borrowers, on behalf of $10,000,000 outstanding at any timeLenders, if the Agent that Agent, in its reasonable business judgment, deems such Revolving Loans necessary or desirable (A) to preserve or protect any the Collateral, or any portion thereof, (B) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Obligations, or (bC) to pay any other amounts amount chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances Borrowers pursuant to clause the terms of this Agreement (athe loans described in this Section 2.3(a) preceding shall not cause be referred to as “Protective Advances”). (b) Each Protective Advance shall be deemed to be an Obligation hereunder, except that no Protective Advance shall be eligible to be a Eurodollar Rate Loan and, prior to Settlement (as defined below) therefor, all payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralLiens granted by any Borrower or their respective Subsidiaries to Agent under this Agreement or the Other Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Obligations that are Base Rate Loans. The provisions of this Section 2.3 are for the exclusive benefit of Agent and Lenders and are not intended to benefit any Borrower in any way. (c) Agent shall be treated request settlement (“Settlement”) with Lenders of the outstanding Protective Advances from time to time by notifying Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (Dallas time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Protective Advances for all purposes as Extraordinary Expensesthe period since the prior Settlement Date. Each If Agent receives any Settlement by any Lender after the requested Settlement Date with respect to such Settlement (such period from and including such Settlement Date to the date on which such Settlement amount becomes immediately available to Agent, the “Settlement Default Period”), such Lender shall participate in each Protective Advance pay to Agent on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice demand an amount equal to the Agent signed by product of (ai) at any time when there are more than three the daily average Federal Funds Rate (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by computed on the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding basis of a Protective Advance is appropriate year of 360 days) during the Settlement Default Period as quoted by Agent, times (ii) such Settlement amount, times (iii) the number of days in the Settlement Default Period (the “Settlement Default Period Amount”). A certificate of Agent submitted to any Lender with respect to any Settlement Default Period Amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

Protective Advances. The Agent shall be authorized(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, in its discretionbut subject to Section 2.3(d)(iii), at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, Agent hereby is authorized by Borrowers (to the extent consented to by the Required Lenders at the applicable time), from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”) ), so long as after giving effect to such Protective Advances, the outstanding Revolver Usage (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other except for and excluding amounts chargeable charged to the Obligors under any Loan Documents, including costsAccount for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. Agent shall endeavor to give Borrowers and expenses; provided, that without the consent Lenders prompt written notice of the Lendersmaking of any Protective Advances, Protective Advances pursuant but a non-willful failure of Agent to clause (a) preceding so notify Borrowers shall not be a breach of this Agreement and shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each such Protective Advance on a Pro Rata basisto be ineffective. The Agent’s authorization to make further Protective Advances Required Lenders may be revoked at any time by written notice to the Agent signed by (ax) revoke Agent’s authority to make further Protective Advances pursuant to this Section 2.4(d)(i) at any time when there a Protective Advance exists and (y) instruct Agent to demand repayment of outstanding Protective Advances from the Loan Parties (and the Loan Parties hereby agree to make such repayment on demand). (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are more than three Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (3or any other Loan Party) Lenders in any way. (subject iii) Notwithstanding anything contained in this Agreement or any other Loan Document to Section 4.2), Requisite Lenders as defined the contrary: (A) no Protective Advance may be made by Agent if such Protective Advance would cause the definition aggregate principal amount of “Requisite Lenders” without Protective Advances outstanding to exceed an amount equal to 5 % of the Borrowing Base and (B) after giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocationProtective Advances, the Agent’s determination that funding of a Protective Advance is appropriate outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) shall be conclusivenot exceed the Maximum Revolver Amount.

Protective Advances. The (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, Agent shall be authorizedhereby is authorized by Borrower and the Lenders, from time to time in its Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that a Default or Event any of Default exists or any the other applicable conditions precedent set forth in Section 6 3 are not satisfied, to make Base Rate Revolving Loans Advances to, or for the benefit of, Borrower on behalf of the Lenders (in an aggregate amount for all such Advances taken together not exceeding $7,500,000 outstanding at any one time unless Required Lenders otherwise consent) that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”). (ii) (a) up Each Protective Advance shall be deemed to be an aggregate amount of $10,000,000 outstanding at any timeAdvance hereunder, if except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at benefit Borrower in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Collateral Agent shall be authorizedhereby is authorized by the Borrowers and the Lenders, from time to time in its the Collateral Agent’s sole discretion, at any time that (a) after the occurrence and during the continuance of a Default or Event of Default exists or any conditions in Section 6 are not satisfiedDefault, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there that any of the other applicable conditions precedent set forth in SECTION 5.02 are not satisfied, to make loans to the Borrowers (“Protective Advances”) in an aggregate amount not to exceed three million five hundred thousand Dollars (3$3,500,000) that the Collateral Agent, in its sole discretion, deems necessary or fewer Lenders desirable (subject i) to Section 4.2preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Lender Expenses and the costs, fees and expenses pursuant to this Agreement, provided that Protective Advances shall not cause the amount of the Loans to exceed the Maximum Revolver Amount. The Collateral Agent shall promptly notify the Administrative Borrower of any Protective Advances made to the Borrowers. Each Protective Advance shall be deemed to be a Loan hereunder and shall bear interest at the default rate set forth in SECTION 4.01(b), all Lenders other than the Agent. Absent such revocation, the Agent’s determination except that funding of a no Protective Advance is appropriate shall be conclusiveeligible to be a LIBOR Rate Loan. The Protective Advances shall be repayable on demand and shall be secured Obligations pursuant to the Security Documents, and shall bear interest at the rate applicable from time to time to Loans that are Base Rate Loans. The provisions of this SECTION 2.03 are for the exclusive benefit of the Agents and the Lenders and the Collateral Agent has no obligation to make Protective Advances.

Protective Advances. The (a) Subject to the limitations set forth below, after the Closing Date, the Administrative Agent is authorized by the Borrowers and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfiedhave absolutely no obligation to), to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or U.S. Borrowers (b) to pay any other amounts chargeable to Upon the Obligors 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; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding each Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances Lender shall be Obligationsdeemed, secured without further action by any party hereto, to have unconditionally and irrevocably purchased from the CollateralAdministrative Agent, without recourse or warranty, an undivided interest and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate participation in each such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on a Pro Rata basis. The Agentwhich 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 authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders Applicable Percentage of all payments of principal and interest and all proceeds of Collateral (subject to Section 4.2), Requisite Lenders as defined 9.21) received by the definition Administrative Agent in respect of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination Protective Advance; provided that funding of no Revolving Lender holding a Protective Advance is appropriate Revolving Commitment shall be conclusiveobligated in any event to make Revolving Loans in an amount in excess of its Revolving Commitment minus its Applicable Percentage (taking into account any reallocations under Section 2.20) of the LC Exposure of all outstanding Letters of Credit.

Protective Advances. The From and after the Forbearance Effective Date, the parties hereto hereby authorize the Administrative Agent shall be authorizedfrom time to time, but with no obligation, to make loans, with or without the consent of the Credit Parties, which the Administrative Agent, in its sole and absolute discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to (a) preserve or protect any the Collateral, or to enhance the collectibility or repayment of Obligations or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Indebtedness, or (c) pay any other amounts amount chargeable to or required to be paid by any Credit Party pursuant to the Obligors under any Loan Documentsterms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses; provided, that without the consent expenses as described in Section 12.03 of the Lenders, Credit Agreement) and other sums payable under the Loan Documents (a “Protective Advance”); provided that (x) the aggregate amount of Protective Advances pursuant permitted to clause (a) preceding be made under this Section 7 shall not cause exceed $2,500,000 and (y) after giving effect to any such Protective Advance, the outstanding total Revolving Loans and LC Obligations to Credit Exposure shall not exceed the aggregate Revolving total Commitments. All Any Protective Advances Advance may be funded at the Administrative Agent’s election by deposit into a deposit account of, or other payment to, the Borrower. Each Protective Advance shall be Obligations, secured by the Collateral, Liens in favor of the Administrative Agent in and to the Collateral and shall initially constitute ABR Loans under the Credit Agreement and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basissubject to the provisions of the Credit Agreement, including without limitation, Section 2.05 of the Credit Agreement. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding making of a Protective Advance is appropriate on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Credit Parties hereby acknowledge that the Administrative Agent has no commitment or obligation to make any Protective Advance, that any Protective Advance or other advance made by the Administrative Agent to the Borrower shall constitute new value in the form of money and new credit, and that any such any Protective Advance or other advance shall be conclusivesecured to the fullest extent of any and all liens and security interests granted under the Loan Documents and this Agreement.

Protective Advances. The Agent shall be authorized, in its discretionNotwithstanding any contrary provision of this Agreement or any other Loan Document, at any time that a Default or (1) after the occurrence and during the continuance of an Event of Default exists or (2) that any of the other applicable conditions precedent set forth in Section 6 Article V hereof or otherwise are not satisfied, Agent is authorized by each Borrower and each Lender, from time to time, in Agent's Permitted Discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans to, or for the benefit of, Borrowers, as Agent in its Permitted Discretion deems necessary or reasonably desirable (i) to preserve or protect any the Collateral, or any portion thereof, or (ii) to enhance the collectibility or likelihood of repayment of the Obligations or (bthe Revolving Loans described in this Section 2.01(e) shall be referred to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expensesas "Protective Advances"); provided, that without in no event shall a Protective Advance be made or permitted to continue to the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not extent it would cause the outstanding Total Revolving Loans and LC Obligations Credit Outstanding to exceed the aggregate Revolving CommitmentsCredit Commitment Amount. Notwithstanding any contrary provision of this Agreement or any other Loan Document, Agent may disburse the proceeds of any Protective Advance to a Borrower or to such other Person(s) as Agent determines in its sole discretion. All Protective Advances shall be Obligationsdeemed to be a Revolving Loan hereunder, secured by shall bear interest at the Collateral, rate applicable to all other Revolving Loans and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than payable within three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition Business Days of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the written demand therefor. Agent. Absent such revocation, the Agent’s 's determination that funding of or permitting a Protective Advance is appropriate shall be conclusive. Each Revolving Lender's obligation to fund its Applicable Percentage of any Protective Advance permitted hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including (A) the failure of any conditions set forth in Article V hereof to be satisfied, (B) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Agent, the Borrowers or any other Person for any reason whatsoever, (C) the occurrence or continuance of a Default, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.01(e) nor authorized to enforce any of its terms.

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by each Borrower and the Lenders (but is not obligated to), from time to time in its the Administrative Agent’s sole discretion, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that a Default or Event any of Default exists or any the other applicable conditions precedent set forth in Section 6 Article III are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up advances to an aggregate amount the Borrowers on behalf of $10,000,000 outstanding at any timethe Lenders that the Administrative Agent, if the Agent in its Permitted Discretion, deems such Revolving Loans necessary or desirable (A) to preserve or protect any the Collateral, or any portion thereof, (B) to enhance the collectibility or likelihood of repayment of Obligations the Obligations, or (bC) to pay any other amounts amount chargeable to the Obligors under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including costs, fees, and expenses; provided, that without the consent Agent Expenses (any of the Lendersadvances described in this Section 2.17(a) shall be referred to as “Protective Advances”), which Protective Advances pursuant shall bear interest at all times at the same rate as would be applicable during the continuation of an Event of Default to clause the Term Loans, whether or not an Event of Default then exists. (ab) preceding shall not cause All payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by payable to the CollateralAdministrative Agent solely for its own account. The principal of and accrued unpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked secured by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding Liens, not be subject to the pro rata payment provisions of this Agreement, and constitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit of the Administrative Agent and the Lenders, and are not intended to benefit the Obligors in any way, and in no event shall a Protective Advance is appropriate shall Borrower or any other Obligor be conclusivedeemed a beneficiary of this Section nor authorized to enforce any of its terms.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that after the occurrence and during the continuance of a Default or an Event of Default exists or any conditions Default, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Section 6 are not satisfiedAgent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (the Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”). (ii) [Reserved]. (iii) Each Protective Advance shall be deemed to be a Loan hereunder, except that no Protective Advance shall be eligible to be a SOFR Loan. Prior to Settlement of any Protective Advance, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (aor Section 2.3(g), as applicable) up to an aggregate for the amount of $10,000,000 outstanding at such Lender’s Pro Rata Share of any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAdvance. All The Protective Advances shall be Obligationsrepayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization bear interest at the rate applicable from time to make further Protective Advances may be revoked by written notice time to the Agent signed Term Loan bearing interest at a rate determined by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect reference to the proviso thereof Base Rate. (iv) The provisions of this Section 2.3(d) are for the exclusive benefit of Agent and the Lenders and are not intended to benefit Borrowers (or (bany other Loan Party) at in any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by Borrower and Lenders, from time to time in such Agent’s sole discretion (but such Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to Borrower, which such Agent, in its sole discretion, at any time that a Default deems necessary or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) desirable (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (b) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (bc) to pay any other amounts amount chargeable to, or required to be paid by, Borrower pursuant to the Obligors under any terms of this Agreement and the other Loan Documents, including costsincluding, without limitation, payments of principal, interest, fees, and expenses; provided, that without the consent reimbursable expenses (any of the Lenders, such Loans are in this clause (c) referred to as “Protective Advances”). Protective Advances pursuant to clause (a) preceding shall may be made even if the conditions precedent set forth in Article III have not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsbeen satisfied. All The interest rate on all Protective Advances shall be Obligations, at the Alternate Base Rate plus the Applicable Margin for the Term Loans. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be treated for charged to the Loan Account in accordance with Section 2.15(f). Borrower shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on the earlier of the Maturity Date and the date on which written demand for payment is made by the applicable Agent. The applicable Agent shall notify each Lender and 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 9.06, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Xxxxxx’s Pro Rata basisShare of each such Protective Advance. The Agent’s authorization to make further Protective Advances may be revoked by written notice If such funds are not made available to the applicable Agent signed by (a) such Lender, such 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 applicable Agent, at any time when there are more than the Federal Funds Rate for three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by Business Days and thereafter at the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAlternate Base Rate.

Protective Advances. The (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent shall be authorized, is authorized by each Borrower and each Lender from time to time in its discretionsole discretion (but without any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”), Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to this Section 2.06(a), a “Canadian Protective Advance”) and Initial European Revolving Loans (any such Initial European Revolving Loan made pursuant to this Section 2.06(a), a “European Protective Advance” and, together with any US Protective Advance and Canadian Protective Advance, collectively, the “Protective Advances”) to any applicable Borrower on behalf of the Lenders of the relevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the relevant Borrower or any other Loan Party pursuant to the terms of this Agreement or any other Loan Document, including any payment of any reimbursable expense (including any expense described in Section 9.03) and any other amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Party. All Protective Advances denominated in Dollars shall be ABR Borrowings, all Protective Advances denominated in Canadian Dollars shall be CDOR Rate Borrowings and all Protective Advances denominated in Euros or Sterling shall be LIBO Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, the aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the greater of (A) the Commitments and (B) the Borrowing Base. (b) Each Protective Advance shall be secured by the Lien on the applicable Collateral in favor of the Administrative Agent and shall constitute a US Obligation, Canadian Obligation or European Obligation, as applicable, hereunder. Each Protective Advance shall be repaid by the applicable Borrower upon the earliest of (i) demand by the Administrative Agent, (ii) the next succeeding Maturity Date and (iii) the date that is 30 days after such Protective Advance is made. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make an Initial US Revolving Loan, Initial Canadian Revolving Loan or an Initial European Revolving Loan, as applicable, to repay any US Protective Advance, Canadian Protective Advance or European Protective Advance, respectively. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default exists Default), each Lender of the relevant Class shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or any conditions warranty, an undivided interest and participation in Section 6 are not satisfiedsuch US Protective Advance, Canadian Protective Advance or European Protective Advance, as applicable, in proportion to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any timeits Applicable Percentage, if and, upon demand by the Agent deems Administrative Agent, shall fund such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable participation to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The Administrative Agent shall be authorizedmay from time to time, in its discretion, at any time that from and after the occurrence and during the continuance of a Default or an Event of Default exists Default, make such disbursements and advances to or for the account of any conditions Borrower pursuant to the Loan Documents which the Administrative Agent in Section 6 are not satisfiedits sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect the Collateral under the applicable Credit Facility or any Collateral, portion thereof or to enhance the collectibility 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 (bi) an amount equal to (A) the aggregate Commitments under all Credit Facilities less (B) the sum of the aggregate Credit Facility Outstandings and (ii) $5,000,000 in the aggregate for all Credit Facilities with respect to advances made by the Administrative Agent ("PROTECTIVE ADVANCES"). The Administrative Agent shall notify the Borrowers and each Lender in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Domestic Borrowers jointly and severally agree and the Multicurrency Borrowers jointly and severally agree to pay any other amounts chargeable to the Obligors under any Loan DocumentsAdministrative Agent, including costsupon demand, fees, and expenses; provided, that without the consent principal amount of the Lenders, all outstanding Protective Advances pursuant under the applicable Credit Facility, together with interest thereon at the rate from time to clause (a) preceding shall not cause time applicable to Floating Rate Loans under such Credit Facility from the date of such Protective Advance until the outstanding Revolving Loans and LC Obligations principal balance thereof is paid in full. If the applicable Borrower(s) fail to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate make payment in each respect of any Protective Advance on a Pro Rata basis. The within one (1) Business Day after the date such Borrower receives written demand therefor from the Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.Administrative Agent shall, unless the notice in SECTION 2.03

Protective Advances. The Agent If any Loan Party fails to obtain the insurance required by the terms hereof or fails to pay any premium thereon or fails to pay any other amount which such Loan Party is obligated to pay under this Agreement, any other Loan Document or otherwise, Lender, in its sole discretion, may obtain such insurance or make such payment (any such amount so paid by Lender or Lender, a “Protective Advance”). Without limiting the generality of the foregoing, Lender shall be authorized, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans Protective Advances on behalf of the Loan Parties (“Protective Advances”) (a) up to an aggregate amount or any of $10,000,000 outstanding at any timethem), if and to the Agent deems such Revolving Loans extent that Lender deem ssuch Protective Advances are necessary or desirable to preserve or protect any Collateral, Collateral or to enhance the collectibility collectability or repayment of Obligations the Obligations. Notwithstanding the foregoing, in no event shall Lender have any duty or (b) obligation to pay make any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAdvance(s). All Protective Advances paid shall constitute expenses reimbursable under Section 10.04, shall be Obligationsimmediately due and payable, shall bear cash interest until paid at the then highest interest rate applicable to any of the Obligations and shall be secured by the Collateral, . Lender will use good faith commercially reasonable efforts (with no liability for failing to do so) to provide Borrower with notice of Lender obtaining any insurance on behalf of Borrower or any other Loan Party at the time it is obtained or within a reasonable time thereafter. The making of any Protective Advances shall not be or be deemed to be an agreement to make Protective Advances in similar or different circumstances in the future and shall not operate or be treated for all purposes deemed to operate as Extraordinary Expenses. Each a waiver by Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at or Lender of any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition Event of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveDefault.

Protective Advances. The Agent shall be authorizedIf any Holder reasonably determines that, in its discretionorder to protect the rights of the Holders in the Mortgaged Property, at any time that it is necessary to make a Default or Event of Default exists or any conditions Protective Advance in Section 6 are not satisfiedorder to cause to be performed, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateralensure compliance with, or to enhance cure or prevent a failure by Mortgage Borrower or Mezzanine Borrower to perform under or be in compliance with, any representation, warranty or affirmative or negative covenant under the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Mezzanine Loan Documents, including coststhe obligation to pay fees and expenses and to fund reserves but not including the obligation to pay interest and principal on the Mortgage Loan or Mezzanine Loan, fees(in each instance a “Protective Advance”), then such Holder (the “Notifying Holder”) shall give written notice (an “Protective Advance Notice”) thereof to the other Holders and expenses; providedthe Servicer, that without which Protective Advance Notice shall (i) set forth the consent amount of such Protective Advance, (ii) set forth the Lendersportion thereof payable by each Holder (based on the Holders’ respective Percentage Interests), (iii) describe in reasonable detail the purpose for such Protective Advances pursuant to clause Advance and (aiv) preceding shall not cause provide the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances date (which shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more not less than three (3) Lenders Business Days after such notice)(the “Protective Advance Date”) on which each Holder shall either (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect x) remit its proportionate share thereof to the proviso thereof Servicer or (by) at any time when there notify the other Holders of its intention not to remit it proportionate share thereof. Expenses incurred by a Holder that are three (3) or fewer Lenders (subject reasonably necessary to Section 4.2), all Lenders other than cure a non-monetary default under the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate Mortgage Loan shall be conclusiveProtective Advances.

Protective Advances. The Agent shall be authorized, in its discretion(a) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that after the occurrence and during the continuance of a Default or an Event of Default exists or any conditions Default, the Administrative Agent hereby is authorized by the Borrower and the Lenders, from time to time, in Section 6 are not satisfiedthe Administrative Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower, on behalf of the Lenders, that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Secured Bank Product Obligations) (the Revolving Loans described in this Section 2.22(a) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any time, if one time shall not exceed 10% of the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or Line Cap. (b) Each Protective Advance shall be deemed to pay any other amounts chargeable be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving be a Eurodollar Loans and LC Obligations to exceed all payments on the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to the Administrative Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAdministrative Agent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Loans that are ABR Loans. The provisions of this Section 2.22 are for the exclusive benefit of the Administrative Agent’s authorization , Swingline Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (after the occurrence and during the continuance of a Default or an Event of Default exists Default, or any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied), Agent hereby is authorized by Xxxxxxxx and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Xxxxxxxx, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.1(b)(i) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any one time, if when taken together with the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateralaggregate amount of all Bank Product Reserves then outstanding, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause exceed $2,500,000 (the outstanding “Maximum Applicable Reserve”). (ii) Each Protective Advance shall be deemed to be a Revolving Loans and LC Obligations Loan hereunder, except that no Protective Advance shall be eligible to exceed be a LIBORTerm SOFR Rate Loan and, prior to Settlement therefor, all payments on the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The Agent’s authorization provisions of this Section 2.1(b) are for the exclusive benefit of Agent and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, in its discretionbut subject to Section 2.2(c)(iii), at any time that after the occurrence and during the continuance of a Default or an Event of Default exists or any conditions Default, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Section 6 are not satisfiedAgent’s sole discretion, to make Base Rate Revolving Loans advances to, or for the benefit of, Borrower, in each case, on behalf of the Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (the advances described in this Section 2.2(c)(i) shall be referred to as “Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All The Protective Advances shall be Obligationsmade in Canadian Dollars or US Dollars, secured as determined by the CollateralAgent. Notwithstanding the foregoing, the aggregate Canadian Dollar Equivalent amount of all Protective Advances outstanding at any one time shall not exceed 10% of the Commitment (unless Required Lenders otherwise agree to a higher amount). (ii) Each Protective Advance shall be deemed to form part of the Obligations hereunder. All payments on the Protective Advances, including interest thereon, shall be payable to Agent solely for its own account. The Protective Advances shall be repayable on demand, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to the Term Loan hereunder. The provisions of this Section 2.2(c) are for the exclusive benefit of Agent and the Lenders, and are not intended to benefit Borrower (or any other Loan Party) in any way. (iii) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Protective Advances may be made by Agent if such Protective Advances would cause the aggregate Canadian Dollar Equivalent principal amount of Protective Advances outstanding to exceed an amount equal to 10% of the Commitments (unless Required Lenders otherwise agree to a higher amount). For the avoidance of doubt, nothing in this Section 2.2(c) shall be treated for all purposes as Extraordinary Expensesrequire any Lender to advance amounts in excess of such Lender’s Commitment. Each Lender shall participate in each Protective Advance reimburse the Agent, on a demand, its Pro Rata basis. The Agent’s authorization to make further Share of any Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveAdvances.

Protective Advances. The Agent shall be authorized, in its discretion(1) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists or Default, (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, to make Base Rate Revolving Loans or (“Protective Advances”C) (a) up to an aggregate amount of $10,000,000 outstanding at any timeAgent, if the Agent in its sole discretion, deems such Revolving Loans necessary or desirable to preserve preserve, protect, and make reasonable preparations for the sale or protect disposal of the Collateral or any Collateralportion thereof, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts amount chargeable to Borrowers pursuant to the Obligors under any Loan Documentsterms of this Agreement, including including, without limitation, costs, fees, fees and expenses; provided, that without Agent hereby is authorized by Borrowers and the consent Lenders, from time to time, in Agent's sole discretion, to make Term Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (such advances described in this Section 2.3(d)(i) shall be referred to as "Protective Advances pursuant Advances"). (2) All payments on Protective Advances, including interest thereon, shall be payable to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAgent solely for its own account. All Protective Advances shall be Obligationsrepayable on demand, secured by the CollateralAgent's Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Term Loans that are Base Rate Loans. The Agent’s authorization provisions of this Section 2.3(d) are for the exclusive benefit of Agent and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrowers (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by Company and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make Revolving Loans to Company on behalf of the Revolving Lenders, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by Company pursuant to the Obligors under any Loan terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expensesreimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”); provided, that without the consent amount of the Lenders, Revolving Loans plus Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsCommitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. All Protective Advances shall be Obligations, Base Rate Loans. Protective Advances shall not exceed $2,000,000 in the aggregate at any time without the prior consent of Requisite Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of the Collateral Agent in and to the Collateral and shall be treated for constitute Obligations hereunder. Company shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The the earlier of the Revolving Commitment Termination Date and the date on which demand for payment is made by Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The (i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iii), Agent shall be authorizedhereby is authorized by Borrower and the Lenders, from time to time in its Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that a Default or Event any of Default exists or any the other applicable conditions precedent set forth in Section 6 3 are not satisfied, to make Base Rate Revolving Loans Advances to, or for the benefit of, Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”) (a) up ). Agent shall endeavor to an aggregate amount of $10,000,000 outstanding at notify the Lenders as soon as practicable after making any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause this Section 2.3(d)(i). (aii) preceding Each Protective Advance shall not cause be deemed to be an Advance hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the Collateralrate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower in any way, except to the extent provided under subclause (i) above. (iii) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document: (A) the aggregate principal amount of Protective Advances outstanding at any time shall not exceed an amount equal to ten percent (10%) of the Maximum Revolver Amount; and (B) to the extent any Protective Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of such Protective Advance shall be for Agent’s sole and separate account and not for the account of any Lender and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate entitled to priority in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to repayment in accordance with Section 4.22.4(b), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The Revolving Agent shall be authorizedhereby is authorized by the Borrowers and the Participating Lenders, from time to time in its the Revolving Agent’s sole discretion, at any time that (a) after the occurrence and during the continuance of a Default or Event of Default exists or any conditions in Section 6 are not satisfiedDefault, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there that any of the other applicable conditions precedent set forth in Section 4.02 are not satisfied, to make loans to the Borrowers (“Protective Advances”) in an aggregate amount not to exceed three million Dollars (3$3,000,000) that the Revolving Agent, in its sole discretion, deems necessary or fewer Lenders desirable (subject i) to Section 4.2)preserve or protect the Collateral, all Lenders or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other than amount chargeable to the AgentBorrowers pursuant to the terms of this Agreement, including Participating Lender Expenses and the costs, fees and expenses pursuant to this Agreement. Absent such revocation, The Revolving Agent shall promptly notify the Agent’s determination that funding Borrower Representative of a any Protective Advances made to any Borrower. Each Protective Advance is appropriate shall be conclusivedeemed to be a Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and all payments on the Protective Advances shall be payable to the Revolving Agent solely for its own account. The Protective Advances shall be repayable on demand and shall be secured Obligations pursuant to the Security Documents, and shall bear interest at the rate applicable from time to time to Loans that are Alternate Base Rate Loans. The provisions of this Section 1.05 are for the exclusive benefit of the Agents and the Participating Lenders and the Revolving Agent has no obligation to make Protective Advances.

Protective Advances. The (a) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent shall be authorized, is authorized by each Borrower and each Lender from time to time in its discretionsole discretion (but without any obligation to do so) to make Initial US Revolving Loans (any such Initial US Revolving Loan made pursuant to this Section 2.06(a), a “US Protective Advance”), Initial Canadian Revolving Loans (any such Initial Canadian Revolving Loan made pursuant to this Section 2.06(a), a “Canadian Protective Advance”) and Initial European Revolving Loans (any such Initial European Revolving Loan made pursuant to this Section 2.06(a), a “European Protective Advance” and, together with any US Protective Advance and Canadian Protective Advance, collectively, the “Protective Advances”) to any applicable Borrower on behalf of the Lenders of the relevant Class at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the relevant Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the relevant Revolving Loans and other relevant Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by the relevant Borrower or any other Loan Party pursuant to the terms of this Agreement or any other Loan Document, including any payment of any reimbursable expense (including any expense described in Section 9.03) and any other amount that, in each case is then due and payable under any Loan Document and not the subject of a good faith dispute by the relevant Loan Party. All Protective Advances denominated in Dollars shall be ABR Borrowings, all Protective Advances denominated in Canadian Dollars shall be CDOR Rate Borrowings and all Protective Advances denominated in Euros or Sterling shall be LIBO Rate Borrowings. No Protective Advance may be made if, after giving effect thereto, (i) the aggregate amount of outstanding Protective Advances and Overadvances would exceed 10% of the greater of (A) the Commitments and (B) the Borrowing Base (ii) such Protective Advance would cause the Revolving Credit Exposure of any Lender to exceed any of its Commitments as set forth on Schedule 1.01(a). (b) Each Protective Advance shall be secured by the Lien on the applicable Collateral in favor of the Administrative Agent and shall constitute a US Obligation, Canadian Obligation or European Obligation, as applicable, hereunder. Each Protective Advance shall be repaid by the applicable Borrower upon the earliest of (i) demand by the Administrative Agent, (ii) the next succeeding Maturity Date and (iii) the date that is 30 days after such Protective Advance is made. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make an Initial US Revolving Loan, Initial Canadian Revolving Loan or an Initial European Revolving Loan, as applicable, to repay any US Protective Advance, Canadian Protective Advance or European Protective Advance, respectively. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or Event of Default exists Default), each Lender of the relevant Class shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or any conditions warranty, an undivided interest and participation in Section 6 are not satisfiedsuch US Protective Advance, Canadian Protective Advance or European Protective Advance, as applicable, in proportion to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any timeits Applicable Percentage, if and, upon demand by the Agent deems Administrative Agent, shall fund such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable participation to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by the Companies and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make Revolving Loans to the Companies on behalf of the Lenders holding Revolving Commitments, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan Companies pursuant to the terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expensesreimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”); provided, that without the consent amount of the Lenders, Revolving Loans plus Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsCommitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. All Protective Advances shall be Obligations, Base Rate Loans. Protective Advances shall not exceed $2,000,000 in the aggregate at any time without the prior consent of Requisite Lenders. Each Protective Advance shall be secured by the Collateral, Liens in favor of the Collateral Agent in and to the Collateral and shall be treated for constitute Obligations hereunder. The Companies shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The the earlier of the Revolving Commitment Termination Date and the date on which demand for payment is made by Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that after the occurrence and during the continuance of a Default or an Event of Default exists or any conditions Default, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Section 6 are not satisfiedAgent's sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount to, or for the benefit of, Borrowers, on behalf of $10,000,000 outstanding at any timethe Lenders, if the Agent that Agent, in its Permitted Discretion, deems such Revolving Loans necessary or desirable (1) to preserve or protect any the Collateral, or any portion thereof, or (2) to enhance the collectibility or likelihood of repayment of the Obligations or (bthe Loans described in this Section 2.3(d)(i) shall be referred to pay as "Protective Advances"). (ii) [Reserved]. (iii) Each Protective Advance shall be deemed to be a Loan hereunder, except that no Protective Advance shall be eligible to be a SOFR Loan. Prior to Settlement of any other amounts chargeable to the Obligors under any Loan DocumentsProtective Advance, all payments with respect thereto, including costsinterest thereon, feesshall be payable to Agent solely for its own account. Each Lender shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), and expenses; provided, that without as applicable) for the consent amount of the Lenders, such Lender's Pro Rata Share of any Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAdvance. All The Protective Advances shall be Obligationsrepayable on demand, secured by the CollateralAgent's Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization bear interest at the rate applicable from time to make further Protective Advances may be revoked by written notice time to the Agent signed Term Loan bearing interest at a rate determined by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect reference to the proviso thereof Base Rate. (iv) The provisions of this Section 2.3(d) are for the exclusive benefit of Agent and the Lenders and are not intended to benefit Borrowers (or (bany other Loan Party) at in any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. (a) The Agent shall be authorized, in its discretion, at any time that a Default or time, after the occurrence of and during the continuation of an Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans loans, disbursements and advances (“Protective Advances”) (a) up to an aggregate amount the Borrowers, on behalf of $10,000,000 outstanding at any timeall Lenders, if that the Agent Agent, in its Permitted Discretion, deems such Revolving Loans are necessary or desirable (i) to preserve or protect any CollateralCollateral or the Loan Parties’ business operations, or (ii) to enhance the collectibility collectability or repayment of Obligations the Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan DocumentsParties pursuant to the terms of this Agreement, including costspayments of principal, interest, fees, premiums (including, without limitation, any Early Termination Premium), reimbursable Lender Group Expenses and expensesother sums payable under the Loan Documents; provided, provided that without the consent aggregate outstanding principal amount of the Lenders, such Protective Advances pursuant to clause (a) preceding shall not cause exceed $4,000,000. All Protective Advances shall bear interest at the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsinterest rate set forth in Section 2.6(c). All Protective Advances shall be Obligations, Obligations secured by the Collateral, Collateral and shall be treated for all purposes as Extraordinary Expensespayable by the Borrowers on demand by the Agent. Any funding of Protective Advances shall not constitute a waiver by the Agent or the Lenders of any Event of Default. In no event shall the Borrowers or any other Loan Party be deemed to be a beneficiary of this Section nor authorized to enforce any of its terms. For the avoidance of doubt, repayments of Protective Advances shall be without premium or penalty. (b) Upon the making of a Protective Advance by the 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 Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share of the Term Loan. Each Lender shall participate in each transfer (a “Transfer”) the amount of such Xxxxxx’s Pro Rata Share of the outstanding principal amount of the applicable Protective Advance with respect to such purchased interest and participation promptly when requested to the Agent, to such account of the Agent as the 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 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 Pro Rata basisDefault or Event of Default. The Agent’s authorization to make further Protective Advances may be revoked by written notice If any such amount is not transferred to the Agent signed by (a) any Lender on such Transfer Date, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon, for each day from and including the Transfer Date to but excluding the date of payment to the Agent, at the Federal Funds Rate. From and after the date, if any, on which any time when there are more than three (3) Lenders (subject Lender is required to Section 4.2)fund, Requisite Lenders as defined and funds, its participation in any Protective Advance purchased hereunder, the Agent shall promptly distribute to such Lender, such Xxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the definition Agent in respect of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agentsuch Protective Advance. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.2.3

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by Borrower and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make Revolving Loans to Borrower on behalf of the Lenders with Revolving Commitments, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by Borrower pursuant to the Obligors under any Loan terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expensesreimbursable expenses (any of such Loans are in this clause (c) referred to as “Protective Advances”); provided, provided that without the consent amount of the Lenders, Revolving Loans plus Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsCommitments then in effect. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied or waived. All Protective Advances shall initially be Obligations, Base Rate Loans. Each Protective Advance shall be secured by the Collateral, Liens in favor of Collateral Agent in and to the Collateral and shall be treated for constitute Obligations hereunder. Borrower shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by Revolving Commitment Termination Date (a) at any time when there are more than three (3) Lenders (subject to Section 4.2)or, Requisite Lenders as defined by the definition if an Event of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocationDefault has occurred and is continuing, the date on which demand for payment is made by Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive).

Protective Advances. (a) The Administrative Agent shall be authorizedhereby is authorized by each Borrower and the Lenders (but is not obligated to), in its discretionfrom time to time at the direction of the Required Lenders, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that a Default or Event any of Default exists or any the other applicable conditions precedent set forth in Section 6 Article III are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up advances to an aggregate amount the Borrowers on behalf of $10,000,000 outstanding at any timethe Lenders that the Required Lenders, if the Agent deems such Revolving Loans in their Permitted Discretion, deem necessary or desirable (A) to preserve or protect any the Collateral, or any portion thereof, (B) to enhance the collectibility or likelihood of repayment of Obligations the Obligations, or (bC) to pay any other amounts amount chargeable to the Obligors under any Loan DocumentsBorrowers pursuant to the terms of this Agreement, including costs, fees, and expenses; provided, that without the consent Agent Expenses (any of the Lendersadvances described in this Section 2.17(a) shall be referred to as “Protective Advances”), which Protective Advances pursuant shall bear interest at all times at the same rate as would be applicable during the continuation of an Event of Default to clause the Loans, whether or not an Event of Default then exists. (ab) preceding shall not cause All payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by payable to the CollateralAdministrative Agent for the ratable benefit of the Lenders. The principal of and accrued unpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked secured by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding Liens, and constitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit of the Administrative Agent and the Lenders, and are not intended to benefit the Obligors in any way, and in no event shall a Protective Advance is appropriate shall Borrower or any other Obligor be conclusivedeemed a beneficiary of this Section nor authorized to enforce any of its terms.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists or Default, (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, or (C) at any time with respect to clauses (2) and (3) below, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to make payment on the Xxxxxx Trust Note on its stated maturity date or upon any default thereunder (and Borrower hereby authorizes Agent to make such payment on Borrower’s behalf), (3) to make payment with respect to any federal tax Lien referenced in Schedule 3.6 (subject to the time period set forth in Schedule 3.6 with respect to such Liens so long as no other Event of Default has occurred or is continuing) or any other tax Lien subject to Borrower’s right to make such Lien the subject of a Permitted Protest (and Borrower hereby authorizes Agent to make such payment on Borrower’s behalf), or (4) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”). (ii) (a) up Each Protective Advance shall be deemed to an aggregate amount of $10,000,000 outstanding at any timebe a Revolving Loan hereunder, if except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Collateral Agent shall be authorizedhereby is authorized by the Borrowers and the Lenders, from time to time in its the Collateral Agent’s sole discretion, at any time that (a) after the occurrence and during the continuance of a Default or Event of Default exists or any conditions in Section 6 are not satisfiedDefault, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there that any of the other applicable conditions precedent set forth in SECTION 5.02 are three not satisfied, to make loans to the Borrowers (3“Protective Advances”) in an aggregate amount not to exceed ten million Dollars ($10,000,000) that the Collateral Agent, in its sole discretion, deems necessary or fewer Lenders desirable (subject i) to Section 4.2)preserve or protect the Collateral, all Lenders or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other than amount chargeable to the AgentBorrowers pursuant to the terms of this Agreement, including Lender Expenses and the costs, fees and expenses pursuant to this Agreement, provided that Protective Advances shall not cause the amount of the Loans to exceed the Maximum Revolver Amount. Absent such revocation, The Collateral Agent shall promptly notify the Agent’s determination that funding Administrative Borrower of a any Protective Advances made to the Borrowers. Each Protective Advance is appropriate shall be conclusivedeemed to be a Loan hereunder. The Protective Advances shall be repayable on demand and shall be secured Obligations pursuant to the Security Documents, and shall bear interest at the default rate set forth in SECTION 4.01(b) for Loans that are Base Rate Loans. The provisions of this SECTION 2.03 are for the exclusive benefit of the Agents and the Lenders and the Collateral Agent has no obligation to make Protective Advances.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists Default, or (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent’s sole discretion, to make Base Rate Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”) (a) up to an ). Notwithstanding the foregoing, the aggregate amount of $10,000,000 all Protective Advances outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations or (b) to pay any other amounts chargeable to the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding one time shall not cause exceed $4,000,000. (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent’s Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Agent shall be authorized, in its discretion(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time that (A) after the occurrence and during the continuance of a Default or an Event of Default exists or Default, (B) that any of the other applicable conditions precedent set forth in Section 6 3 are not satisfied, or (C) at any time with respect to clauses (2) and (3) below, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent's sole discretion, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount to, or for the benefit of, Borrower, on behalf of $10,000,000 outstanding at any timethe Revolving Lenders, if the Agent that Agent, in its Permitted Discretion, deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (2) to make payments with respect to any Tax Lien subject to Borrower's right to make such Lien the subject of a Permitted Protest (and Borrower hereby authorizes Agent to make such payment on Borrower's behalf), or (3) to enhance the collectibility or likelihood of repayment of the Obligations or (bother than the Bank Product Obligations) to pay any other amounts chargeable to (the Obligors under any Loan Documents, including costs, fees, and expenses; provided, that without the consent of the Lenders, Protective Advances pursuant to clause (a) preceding shall not cause the outstanding Revolving Loans and LC Obligations described in this Section 2.3(d)(i) shall be referred to exceed as "Protective Advances"). (ii) Each Protective Advance shall be deemed to be a Revolving Loan hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the aggregate Revolving Commitments. All Protective Advances shall be Obligationspayable to Agent solely for its own account. The Protective Advances shall be repayable on demand, secured by the CollateralAgent's Liens, constitute Obligations hereunder, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basisbear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent’s authorization , Swing Lender, and the Lenders and are not intended to make further Protective Advances may be revoked by written notice to the Agent signed by benefit Borrower (aor any other Loan Party) at in any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveway.

Protective Advances. The Whether or not an Event of Default or a Default shall have occurred and be continuing, the Agent is authorized by the Borrower and the Lender, from time to time in the Agent’s sole discretion (but the Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to the Borrower or any other Loan Party in amounts which the Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under Borrower or any other Loan Party pursuant to the terms of this Agreement and the other Loan Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expenses; provided, that without reimbursable expenses (any of such disbursements or advances are in this Section 2.12 referred to as “Protective Advances”). Unless otherwise agreed by the consent of the LendersLender in its sole discretion, Protective Advances pursuant shall bear interest at a rate payable in cash per annum equal to clause (a) preceding 13.5% plus the Default Rate. Each Protective Advance shall not cause be secured by the outstanding Revolving Loans Liens in favor of the Agent in and LC to the Collateral and shall constitute Obligations to exceed the aggregate Revolving Commitmentshereunder. All The Protective Advances shall be Obligationsconstitute Obligations hereunder which are subject to the rights of the Agent, secured by the Collateral, Lender and their respective Affiliates in accordance with Section 2.9. The Borrower shall be treated for pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked the earliest of (i) the Tranche One Maturity Date, (ii) the Tranche Two Maturity Date and (iii) the date on which demand for payment is made by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent The Agent shall promptly notify the Lender and the Borrower in writing of each such revocationProtective Advance, which notice shall include a description of the Agent’s determination that funding amount and the purpose of a such Protective Advance. Any other terms with respect to the extension of any Protective Advance is appropriate shall may be conclusiveset forth in a separate agreement satisfactory to each of the Agent and the Lender in its sole discretion.

Protective Advances. The Subject to the limitations set forth below and in the proviso to the first sentence of Section 2.1(a), 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 good faith discretion, with prior written approval from the Lead Agents (provided that the Administrative Agent shall be authorizedhave absolutely no obligation to act under this Section 2.1(c) upon receipt of such written approval from the Lead Agents), to make Revolving Loans to the Borrower on behalf of the Lenders, which the Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans deems necessary (“Protective Advances”i) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Revolving Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by the Obligors under any Loan Borrower pursuant to the terms of this Agreement and the other Credit Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expenses; providedreimbursable expenses (any of such Revolving Loans are herein referred to as "Protective Advances"). Notwithstanding anything to the contrary set forth herein, that without in no event shall the consent aggregate amount of Protective Advances made by the Administrative Agent pursuant to this Section 2.1(c) exceed $5,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied. The Protective Advances shall be secured by the Collateral and shall constitute Obligations. The Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Lenders, Protective Advances pursuant to clause Revolving Commitment Termination Date and within two (a2) preceding shall not cause Business Days following demand for payment by the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving CommitmentsAdministrative Agent. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Agent’s authorization to make further Protective Advances may be revoked by written notice to the Agent signed by (a) at any time when there are more than three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveBase Rate Loans.

Protective Advances. The Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, Administrative Agent is authorized by Company and the Lenders, from time to time in Administrative Agent’s sole discretion (but Administrative Agent shall be authorizedhave absolutely no obligation to), to make disbursements or advances to Company, which Administrative Agent, in its sole discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolving Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if the Agent deems such Revolving Loans necessary or desirable (i) to preserve or protect any the Collateral, or any portion thereof, (ii) to enhance the collectibility likelihood of, or maximize the amount of, repayment of Obligations the Loans and other Obligations, or (biii) to pay any other amounts amount chargeable to or required to be paid by Company pursuant to the Obligors under any terms of this Agreement and the other Loan Documents, including costsincluding, feeswithout limitation, payments of principal, interest, fees and expenses; provided, that without the consent reimbursable expenses (any of the Lenders, such Loans are in this clause (c) referred to as “Protective Advances”). Protective Advances pursuant to clause (a) preceding shall may be made even if the conditions precedent set forth in Article III have not cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolving Commitmentsbeen satisfied. All The interest rate on all Protective Advances shall be Obligations, at the Base Rate plus the Applicable Margin. Each Protective Advance shall be secured by the Collateral, Liens in favor of Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Protective Advances shall constitute Obligations hereunder which may be treated for charged to the Loan Account in accordance with Section 2.12(i). Company shall pay the unpaid principal amount and all purposes as Extraordinary Expenses. Each Lender shall participate in unpaid and accrued interest of each Protective Advance on the earlier of the Term Loan Maturity Date and the date on which demand for payment is made by Administrative Agent. Administrative Agent shall notify each Lender and Company 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 9.6, each Xxxxxx agrees that it shall make available to Administrative Agent, upon such Administrative Agent’s demand, in Dollars in immediately available funds, the amount equal to such Xxxxxx’s Pro Rata basisShare of each such Protective Advance. The If such funds are not made available to Administrative Agent by such Lender, 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 Administrative Agent’s authorization to make further Protective Advances may be revoked by written notice to , at the Agent signed by (a) at any time when there are more than Federal Funds Rate for three (3) Lenders (subject to Section 4.2), Requisite Lenders as defined by Business Days and thereafter at the definition of “Requisite Lenders” without giving effect to the proviso thereof or (b) at any time when there are three (3) or fewer Lenders (subject to Section 4.2), all Lenders other than the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusiveBase Rate.