Common use of Protective Advances Clause in Contracts

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative AgentAgent shall be authorized, in its sole, reasonable discretion, may at any time that any conditions in Section 6 are not satisfied, to make Revolving Base Rate Revolver Loans (“Protective Advances”) (a) up to the Borrower Parties on behalf of the Lenders, so long as the an aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base$2,500,000 outstanding at any time, if the Administrative Agent, in its Reasonable Credit Judgment, Agent deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all or any portion of the Collateral, (ii) or to enhance the likelihood collectibility or maximize the amount of repayment of the Loans and the other Obligations Obligations; or (iiib) to pay any other amount amounts chargeable to the Borrower Parties pursuant to this Agreement (such Revolving LoansObligors under any Loan Documents, “Protective Advances”)including costs, fees and expenses; provided that such Revolver Loans shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Revolver Loans shall be Tranche B Revolver Loans, and the remaining amount of such Revolver Loans shall be Tranche A Revolver Loans; provided further that, (Ai) in no event the aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche A Revolver Loans and LC Obligations of any Lender shall not exceed its Tranche A Revolver Commitment, (ii) the Revolving Facility Credit Exposure aggregate amount of outstanding Protective Advances constituting Tranche A Revolver Loans plus the outstanding Tranche B Revolver Loans of any Lender shall not exceed its Tranche B Revolver Commitment and (iii) the outstanding Revolver Loans and LC Obligations shall not exceed the aggregate Revolving Facility Commitments and (B) the Revolver Commitments. Each Tranche A Revolver Lender or Tranche B Revolver Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization authority to make future further Protective Advances (provided that existing Protective Advances shall not be subject by written notice to Agent. Absent such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative revocation, Agent’s receipt thereof). Each applicable Lender determination that funding of a Protective Advance is appropriate shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyconclusive.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default(i) From time to time, the Administrative AgentAgent may, in its sole, reasonable discretion, may make one or more Revolving Loans to preserve, protect, or defend any Collateral or to increase or improve the Borrower Parties on behalf likelihood of collecting or obtaining repayment of any Obligations (in each case, if Administrative Agent determines in its discretion that doing so is necessary or desirable) (a “Protective Advance”). Administrative Agent may make a Protective Advance without regard to Excess Availability or the Lenderssatisfaction of any condition precedent to the making of Loans, unless (A) the Required Lenders have, in writing, revoked Administrative Agent’s authority to do so long as or (B) Administrative Agent has actual knowledge that, after giving effect thereto, the aggregate outstanding principal amount of such Revolving all Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable made as Protective Advances (i) would exceed an amount equal to protect all or any portion ten percent (10%) of the Collateral, Revolving Commitments or (ii) to enhance the likelihood or maximize would cause the amount of repayment the Aggregate Revolving Obligations outstanding to exceed the aggregate of the Loans and Revolving Commitments at such time or any individual Lender’s Revolving Credit Exposure to exceed such individual Lender’s Revolving Commitment at such time. If the other Obligations or (iii) to pay any other amount chargeable to terms of the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that foregoing clauses (A) and (B) are not applicable, Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. Each Lender shall participate on a Pro Rata basis in each Protective Advance. The provisions of this Section 2.1(e) are solely for the benefit of Administrative Agent and Lenders, and in no event shall the Revolving Facility any Borrower or any other Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization Party be deemed to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage a third party beneficiary of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall 2.1(e) or be bound to makeauthorized or permitted to, or permit to remain outstandinghave any standing to, such Protective Advances based upon their Revolving Facility Percentages in accordance with enforce any of the terms provisions of this AgreementSection 2.1(e). All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest made as provided in this Agreement for Base Rate Revolving Loans generallyLoans.

Protective Advances. Upon Subject to the occurrence limitations set forth below, and during the continuance of whether or not an Event of DefaultDefault 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 have absolutely no obligation to), to make Revolving Loans to Company on behalf of the Revolving Lenders, that Administrative Agent, in its sole, reasonable sole discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to the Borrower Parties or required to be paid by Company pursuant to the terms of this Agreement and the other Credit Documents, including payments of principal, interest, fees and reimbursable expenses (any of such Revolving Loans, Loans are in this clause (c) referred to as “Protective Advances”); provided provided, that (A) in no event shall the amount of Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Loans plus Protective Advances shall not be subject to such revocation and any such revocation must be exceed the Revolving Commitments then in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof)effect. Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are may be made even if the conditions precedent set forth in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this AgreementSection 3 have not been satisfied. All Protective Advances shall be repaid by the Borrower Parties on demand, Base Rate Loans. Each Protective Advance shall be secured by the Liens in favor of Collateral Agent in and to the Collateral and shall bear constitute Obligations hereunder. Company shall pay the unpaid principal amount and all unpaid and accrued interest as provided in this Agreement of each Protective Advance on the earlier of the Revolving Commitment Termination Date and the date on which demand for Revolving Loans generallypayment is made by Administrative Agent.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretiondiscretion (but with absolutely no obligation), may make Revolving Loans to the Borrower Parties on behalf of the all Lenders, so long as the aggregate amount of such Revolving Loans shall will not exceed 55.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to: (ia) to preserve or protect all or any portion of the Collateral, ; (iib) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or Obligations; or (iiic) to pay any other amount chargeable to or required to be paid by the Borrower Parties pursuant to this Agreement including payments of reimbursable expenses and other sums payable under the Loan Documents (such Revolving Loans, “Protective Advances”); provided that (Ai) in no event shall will the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (Bii) the Required Revolving Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided Advances; provided, further, that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof)thereof and existing Protective Advances will not be subject to thereto. Each applicable Lender shall will be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c2.01(3). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall will be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall will be repaid by the Borrower Parties on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Loans generally. All Protective Advances shall be ABR Loans, will be repaid on demand, will be secured by the Collateral and will bear interest as provided in this Agreement for ABR Revolving Loans generally. At any time that there is Excess Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance.

Protective Advances. Upon (a) Subject to the occurrence limitations set forth below, the Administrative Agent is authorized by the Borrowers and during the continuance Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Loans to the Borrowers, on behalf of an Event of Defaultall Revolving Lenders, which the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Parties Borrowers pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Revolving Loans, “Protective Advances”); provided that that, (AI) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Dollar Equivalent of Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may Protective Advances outstanding at any time revoke shall not at any time exceed 10% of the Aggregate Revolving Commitment and (II) after giving effect to any such Revolving Protective Advances, the Aggregate Revolving Exposure shall not exceed, by more than 2.5%, the Line Cap; provided further that, (x) the Aggregate Revolving Exposure after giving effect to the Revolving Protective Advances being made shall not exceed the Aggregate Revolving Commitment and (y) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. The Revolving Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and Secured Obligations. The Administrative Agent’s authorization to make future Revolving Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time the conditions precedent set forth in Section 4.02 have been satisfied (including with respect to Availability), the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Revolving Protective Advance. Each applicable At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described in Section 2.04(b). (b) Upon the making of a Revolving Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be obligated deemed, without further action by any party hereto, to advance have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Revolving Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Revolving Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving 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 Revolving Protective Advance. (c) Subject to the Borrower Parties limitations set forth below, the FILO Agent is authorized by the Borrowers and the FILO Term Loan Lenders, from time to time in the FILO Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all FILO Term Loan Lenders, which the FILO Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof and (ii) to enhance the likelihood of, or maximize the amount of, repayment of the FILO Term Loan Loans and other FILO Obligations, or (any of such Loans are herein referred to as “FILO Protective Advances” and together with Revolving Facility Percentage Protective Advances, “Protective Advances”); provided that, the FILO Protective Advances outstanding at any time shall not at any time exceed $47,500,000. The FILO Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute FILO Obligations hereunder and Secured Obligations. The FILO Agent’s authorization to make FILO Protective Advances may be revoked at any time by the Required FILO Lenders. Any such revocation must be in writing and shall become effective prospectively upon the FILO Agent’s receipt thereof. (d) Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Borrowers shall be required to repay (or, subject to the satisfaction of the conditions precedent set forth in Section 4.02, refinance with the proceeds of a Borrowing) each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, within forty-five days after such Protective Advances based upon their Revolving Facility Percentages in accordance with Advance is made (any extension of such time period shall require the terms prior consent of this Agreementthe Required Lenders and the Required FILO Lenders). All Protective Advances shall be repaid by ABR Borrowings or Canadian Prime Rate Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Borrower Parties Administrative Agent or the FILO Agent to make any Protective Advance on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyany other occasion.

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make (or authorize the Disbursement Agent to make) Loans to the U.S. Borrower in dollars, to the Company in dollars or Canadian Dollars and to the U.K. Borrower in dollars, Euros or Sterling, on behalf of all Lenders, which either Collateral Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Parties Borrowers or any of them pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Revolving Loans, Loans are herein referred to as “Protective Advances”); provided that that, the aggregate amount of Protective Advances outstanding at any time, together with the aggregate amount of Overadvances outstanding at such time, shall not exceed $12,500,000 (A) in no event or the Dollar Equivalent thereof); provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall the Revolving Facility Credit Exposure not exceed the aggregate Revolving Facility Commitments Commitments; provided further that Protective Advance shall be made only if a Specified Default or Event of Default has occurred and is continuing. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Collateral Agent and the UK Security Trustee in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances denominated in dollars (Bother than Protective Advances to the UK Borrower) shall be ABR Borrowings, all Protective Advances denominated in Canadian Dollars shall be Canadian Prime Borrowings and all Protective Advances denominated in Euros or Sterling and all Protective Advances to the Required Lenders under the Revolving Facility may at any time revoke the UK Borrower denominated in dollars shall be Overnight LIBO Borrowings. The Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to At any time that there is sufficient Aggregate Availability and the Borrower Parties its Revolving Facility Percentage of each conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may (and, on at least a weekly basis when any Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain is outstanding, such shall) request the Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advances based upon Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may (and, on at least a weekly basis when any Protective Advance is outstanding, shall) require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their Revolving Facility Percentages risk participations described in Section 2.04(b). (b) Upon the making of a Protective Advance by the Administrative Agent or by the Disbursement Agent in accordance with the terms of this Agreement. All Protective Advances hereof, each Lender shall be repaid deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent or Disbursement Agent, as applicable, 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 or Disbursement Agent, as applicable, 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 Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided Administrative Agent in this Agreement for Revolving Loans generallyrespect of such Protective Advance.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 55.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall will not exceed 55.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to: (ia) to protect all or any portion of the Collateral, ; (iib) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or Obligations; or (iiic) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that (Ai) in no event shall will the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (Bii) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided Advances; provided, further, that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof)thereof and existing Protective Advances will not be subject to thereto. Each applicable Lender shall will be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c2.01(3). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall will be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall will be repaid by the Borrower Parties on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Loans generally. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders.

Protective Advances. Upon (a) Subject to the occurrence limitations set forth below, the Administrative Agent is authorized by the Borrowers and during the continuance Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Loans to the Borrowers, on behalf of an Event of Defaultall Revolving Lenders, which the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Parties Borrowers pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Revolving Loans, “Protective Advances”); provided that that, (AI) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Dollar Equivalent of Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may Protective Advances outstanding at any time revoke shall not at any time exceed 10% of the Aggregate Revolving Commitment and (II) after giving effect to any such Revolving Protective Advances, the Aggregate Revolving Exposure shall not exceed, by more than 2.5%, the Line Cap; provided further that, (x) the Aggregate Revolving Exposure after giving effect to the Revolving Protective Advances being made shall not exceed the Aggregate Revolving Commitment and (y) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. The Revolving Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and Secured Obligations. The Administrative Agent’s authorization to make future Revolving Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time the conditions precedent set forth in Section 4.02 have been satisfied (including with respect to Availability). Each applicable Lender shall be obligated to advance to , the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with Administrative Agent may request the preceding sentence, then all Revolving Lenders shall be bound to make, or permit make a Revolving Loan to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally.repay a

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent, in its sole, reasonable discretionsole discretion exercised in good faith, may make Revolving Credit Loans to the Borrower Parties Company on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties Company pursuant to this Agreement (such Revolving Credit Loans, “Protective Advances”); provided that (A) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Line Cap, (B) in no event shall the sum of the Aggregate Revolving Facility Credit Exposure Extensions of Credit exceed the aggregate Revolving Facility Credit Commitments and (BC) the Required Majority Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable At any time that the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.8(b). (b) Upon the making of a Protective Advance, each Lender shall be obligated deemed, without further action by any party hereto, to advance to have unconditionally and irrevocably purchased from the Borrower Parties its Revolving Facility Percentage Administrative Agent (regardless of each the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest and participation in such Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Credit Commitment Percentages. 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 Revolving Credit Commitment Percentages of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in accordance with the terms respect of this Agreement. such Protective Advance. (c) All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyABR Loans.

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent, in its sole, reasonable discretionsole discretion exercised in good faith, may make Revolving Credit Loans to the Borrower Parties Company on behalf of the Lenders, so long as the aggregate amount of such Revolving Credit Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, Agent deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties Company pursuant to this Agreement (such Revolving Credit Loans, “Protective Advances”); provided that (A) in no event shall the sum of the Aggregate Revolving Facility Credit Exposure Extensions of Credit and the aggregate outstanding principal amount of Swing Line Loans exceed the aggregate Revolving Facility Credit Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable At any time that the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.9(b). (b) Upon the making of a Protective Advance, each Lender shall be obligated deemed, without further action by any party hereto, to advance to have unconditionally and irrevocably purchased from the Borrower Parties its Revolving Facility Percentage Administrative Agent (regardless of each the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest and participation in such Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Credit Commitment Percentages. 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 Revolving Credit Commitment Percentages of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in accordance with the terms respect of this Agreement. such Protective Advance. (c) All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyABR Loans.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to to, or for the Borrower Parties benefit of, the Borrowers, on behalf of the LendersRevolving Lenders having Revolving Facility Commitments, so long as the aggregate outstanding amount of such Revolving Loans shall Loans, together with the aggregate outstanding amount of the Overadvances, does not exceed 510.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to: (ia) to protect all or any portion of the Collateral, ; (iib) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or Obligations; or (iiic) to pay any other amount chargeable to the Borrower Parties Borrowers pursuant to this Agreement (such the Revolving LoansLoans described in this Section 2.01(3), “Protective Advances”); provided that (Ai) with respect to Protective Advances, in no event shall will the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (Bii) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided Advances; provided, further, that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof)thereof and existing Protective Advances will not be subject to thereto. Each applicable Revolving Lender shall will be obligated to advance to the Borrower Parties Borrowers its applicable Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c2.01(3). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall will be bound to make, or permit to remain outstanding, such Protective Advances based upon their applicable Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall will be repaid by the Borrower Parties applicable Borrowers on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Loans generally. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders.

Protective Advances. Upon the occurrence and during the continuance of an Event of DefaultDefault or upon the inability of the Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the Closing Date, the Administrative Agent, in its sole, reasonable sole discretion, may make Revolving Facility Loans to the Borrower Parties on behalf of the Revolving Facility Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not exceed 55.0% of the then applicable Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgmentsole discretion, deems that such Revolving Facility Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood likelihood, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Facility Loans, hereinafter, “Protective Advances”); provided that (Aa) in no event shall the Current Asset Revolving Facility Credit Exposure or the Fixed Asset Revolving Facility Credit Exposure exceed the aggregate total Current Asset Revolving Facility Commitments or the total Fixed Asset Revolving Facility Commitments, as applicable and (Bb) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Any Protective Advance made pursuant to the terms hereof shall (x) be allocated between the Revolving Facilities pro rata based on the Current Asset Revolving Facility Availability and the Fixed Asset Revolving Facility Availability at such time and (y) be made by the Revolving Facility Lenders under the applicable Tranche ratably in accordance with this Section 2.01(c)their Current Asset Revolving Facility Percentages or Fixed Asset Revolving Facility Percentages, as applicable. If Protective Advances are made in accordance with the preceding sentencethis Section 2.01(d), then all the Current Asset Borrowing Base and the Fixed Asset Borrowing Base shall thereafter be deemed ratably increased (based on the Current Asset Revolving Lenders shall be bound to makeFacility Availability and the Fixed Asset Revolving Facility Availability at such time) by the amount of such permitted Protective Advances, or permit to remain outstanding, but only for so long as the Administrative Agent allows such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall to be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyoutstanding.

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders to, from time to time in its sole discretion (including, acting through its Canada and London branches), make Loans to the Borrowers on behalf of the Lenders (each such Loan, a “Protective Advance”), which Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (iA) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (iiB) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iiiC) to pay any other amount chargeable to the or required to be paid by a Borrower Parties pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (such Revolving Loansincluding costs, “Protective Advances”)fees, and expenses) and other sums payable under the Loan Documents; provided provided, that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving amount of outstanding Protective Advances (when added to the outstanding amount of all Overadvances) shall not, at any time, exceed (x) with respect to any Facility, (i) 10% of the Borrowing Base of such Facility Commitments as determined on the date of such proposed Protective Advance or (ii) when added to the aggregate Total Outstandings under such Facility, the Commitment Amount for such Facility and (By) with respect to all Facilities, (i) 10% of the Required Lenders Aggregate Borrowing Base as determined on the date of such proposed Protective Advance or (ii) when added to the Total Outstandings under all Facilities, the Revolving Facility Aggregate Commitment Amount. Protective Advances may at any time revoke be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. All Protective Advances shall be Base Rate Loans (or, with respect to the Canadian Facility, Canadian Prime Rate Loans). The Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participation described in Section 2.16(b). Each applicable Lender shall be obligated to advance to 3775032.13 (b) Upon the Borrower Parties its Revolving Facility Percentage making of each a Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with (whether before or after the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms occurrence of this Agreement. All Protective Advances shall be repaid a Default) by the Borrower Parties on demandfunding under any Facility, each Lender, shall be secured deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance, in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Funding 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 Collateral and shall bear interest as provided Administrative Agent in respect of such Protective Advance. (c) Notwithstanding anything to the contrary contained elsewhere in this Agreement or the other Loan Documents, the Administrative Agent may require the Lenders under any Facility to honor requests or deemed requests by the Lead Borrower for Revolving Loans generallyconstituting an Overadvance, as long as (i) (x) no other Event of Default is known to the Administrative Agent, (y) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (z) the Overadvance, when added to the outstanding amount of all Protective Advances, is not known by the Administrative Agent to exceed 10% of the applicable Borrowing Base, or (ii) regardless of whether a Default or an Event of Default exists, if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as (x) from the date of such discovery the Overadvance, when added to the outstanding amount of all Protective Advances as of such date of such discovery, does not exceed 10% of the applicable Borrowing Base and (y) such Overadvance does not continue for more than 30 consecutive days. In no event shall an Overadvance be required if (x) the aggregate amount of outstanding Overadvances, plus any Protective Advances described in this Section 2.16, plus the aggregate of all other Revolving Credit Exposure would exceed the applicable Commitment Amount under any Facility or (y) the Revolving Credit Exposure of any Lender would exceed the Commitment of such Lender under such Facility. The Administrative Agent’s authorization to require the Lenders to honor requests or deemed requests for Overadvances may be revoked at any time upon expiration of the 30-day period described above. Any funding of an Overadvance or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Protective Advances. Upon the occurrence and during the continuance of an Event of DefaultDefault or upon the inability of the Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the Closing Date, the Administrative Agent, in its sole, reasonable sole discretion, may make Revolving Facility Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Facility Loans shall not exceed 55.0% of the then applicable Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgmentsole discretion, deems that such Revolving Facility Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood likelihood, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Facility Loans, hereinafter, “Protective Advances”); provided that (Aa) in no event shall the Revolving Facility Credit Exposure exceed the aggregate total Revolving Facility Commitments and Commitments, (Bb) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each ) and (c) the Administrative Agent may not make Revolving Facility Loans on behalf of the applicable Lender shall be obligated to advance Lenders under this Section 2.01(c) to the Borrower Parties its extent such Revolving Facility Percentage Loans would cause a Lender’s share of each the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall be made by the Revolving Facility Lenders ratably in accordance with this Section 2.01(c)their Revolving Facility Percentages. If Protective Advances are made in accordance with the preceding sentencethis Section 2.01(c), then all Revolving Lenders the Borrowing Base shall thereafter be bound to makedeemed ratably increased by the amount of such permitted Protective Advances, or permit to remain outstanding, but only for so long as the Administrative Agent allows such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall to be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyoutstanding.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the The Administrative AgentAgent shall be authorized, in its sole, reasonable discretion, may following notice to and consultation with the Company, at any time, to make Revolving U.S. Base Rate Loans to the Borrower Parties on behalf of Borrowers under the LendersRevolvingTranche A FSubfacility (each such loan, so long as a "Protective Advance" and, together, the "Protective Advances") (a) in an aggregate amount, together with the aggregate amount of such Revolving all Overadvance Loans shall under the RevolvingTranche A FSubfacility, not to exceed 510% of the Borrowing BaseLine Cap, if the Administrative Agent, in its Reasonable Credit Judgment, Agent deems that such Revolving Loans are Protective Advances necessary or desirable (i) to preserve and protect all or any portion of the Collateral, (ii) or to enhance the likelihood collectability or maximize the amount of repayment of the Loans and Obligations under the other Obligations RevolvingTranche A FSubfacility; or (iiib) to pay any other amount amounts chargeable to the Borrower Credit Parties pursuant to this Agreement (such Revolving Loansunder any Credit Documents, “Protective Advances”)including costs, fees and expenses; provided that (A) in no event the Dollar Equivalent of the aggregate amount of outstanding Protective Advances plus the Dollar Equivalent of the outstanding amount of Tranche A Revolving Exposure shall the Revolving Facility Credit Exposure not exceed the aggregate Tranche A Revolving Facility Commitments and (B) Commitments. Each applicable Lender shall participate in each Protective Advance in accordance with its Pro Rata Percentage under the RevolvingTranche A FSubfacility. Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization 's authority to make future further Protective Advances under clause (provided that existing Protective Advances shall not be subject a) by written notice to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender Absent such revocation, the Administrative Agent's determination that funding of a Protective Advance is appropriate shall be obligated to advance to conclusive. The Administrative Agent may use the Borrower Parties its Revolving Facility Percentage proceeds of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based to (a) protect, insure, maintain or realize upon their Revolving Facility Percentages in accordance with any Collateral; or (b) defend or maintain the terms validity or priority of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyAgent's Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien.

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent, in its sole, reasonable discretionsole discretion exercised in good faith, may make Revolving Credit Loans to the Borrower Parties Company on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties Company pursuant to this Agreement (such Revolving Credit Loans, “Protective Advances”); provided that (A) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Line Cap, (B) in no event shall the sum of the Aggregate Revolving Facility Credit Exposure Extensions of Credit exceed the aggregate Revolving Facility Credit Commitments and (BC) the Required Majority Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable At any time that the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.8(b). (b) Upon the making of a Protective Advance, each Lender shall be obligated deemed, without further action by any party hereto, to advance to have unconditionally and irrevocably purchased from the Borrower Parties its Revolving Facility Percentage Administrative Agent (regardless of each the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest and participation in such Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Credit Commitment Percentages. 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 Lxxxxx’s Revolving Credit Commitment Percentages of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in accordance with the terms respect of this Agreement. such Protective Advance. (c) All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyABR Loans.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable sole discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgmentreasonable credit judgment, deems that such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that (A) in no event shall the Total Revolving Facility Extensions of Credit Exposure exceed the aggregate Revolving Facility amount of the Total Commitments then in effect and (B) unless otherwise agreed by the Required Lenders, the Borrower shall repay each Protective Advance on the date which the earlier of (y) the 30th day after the date of incurrence of such Protective Advance and (z) the date the Required Lenders under the Revolving Facility may at any time revoke provide written notice to the Administrative Agent’s authorization Agent and the Borrower requiring the Borrower to make future repay such Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof)Advance. Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c)2.8. If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally.

Protective Advances. Upon Notwithstanding anything to the occurrence contrary set forth herein, subject to the limitations set forth below, from time to time at any time on or after and during the continuance of an Event of DefaultDefault or upon any other failure of a condition precedent to the funding of Revolving Loans or the issuance of Letters of Credit hereunder, the Administrative Agent is authorized by the Borrowers and the Revolving Lenders, in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Loans to the Borrowers, on behalf of the Revolving Lenders, which the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Parties Borrowers pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Financing Documents (any of such Revolving Loans, Loans are herein referred to as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $12,500,000; provided further that the aggregate amount of outstanding Protective Advances shall not cause (A1) in no event shall the aggregate Revolving Credit Exposure of all of the Revolving Facility Credit Exposure Lenders to exceed the aggregate Revolving Facility Commitments and or (B2) the Required Lenders under Revolving Credit Exposure of any Revolving Lender to exceed such Revolving Lender’s Revolving Commitment. Protective Advances may be made even if Availability would be less $0 after giving effect to the making of any such Protective Advance (provided that no Protective Advance which causes Availability to be less than $0 may remain outstanding for more than forty-five (45) consecutive days). The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Revolving Facility may at any time revoke the Borrowings. The Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Revolving Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Revolving Lenders to fund their risk participations described below in this Section 2.05(d). Each applicable Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be obligated deemed, without further action by any party hereto, to advance to have unconditionally and irrevocably purchased from the Borrower Parties its Revolving Facility Percentage of each Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance made in accordance with this Section 2.01(c)proportion to its Applicable Revolving Percentage. If The Administrative Agent, at any time in its sole and absolute discretion, may require that each Revolving Lender fund its participation in the then outstanding principal amount of all Protective Advances are made in accordance with by giving each Revolving Lender notice thereof. Upon the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, giving of such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid notice by the Borrower Parties on demandAdministrative Agent, each Revolving Lender shall be secured comply with its obligations under this paragraph by wire transfer of immediately available funds, in the Collateral and shall bear interest same manner as provided in this Agreement for Section 2.05(b) with respect to Revolving Loans generallymade by such Revolving Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders). From and after the date, if any, on which any Required 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 Applicable Revolving 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. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Credit Loans to to, or for the Borrower Parties benefit of, the Borrowers, on behalf of the LendersRevolving Credit Lenders (the Revolving Credit Loans described in this Section 2.4(c), “Protective Advances”), so long as the aggregate outstanding amount of such Revolving Loans shall Protective Advances, together with the aggregate outstanding amount of Overadvances, does not exceed 57.5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans Protective Advances are necessary or desirable to: (i) to protect all or any portion of the Collateral, ; (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or Obligations; or (iii) to pay any other amount chargeable to the Borrower Parties Borrowers pursuant to this Agreement (such Revolving Loans, “Protective Advances”)Agreement; provided that that, (Ai) in no event shall will the Total Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Credit Commitments and (Bii) the Required Revolving Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided Advances; provided, further, that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof)existing Protective Advances will not be subject thereto. Each applicable Revolving Credit Lender shall will be obligated to advance to the Borrower Parties Borrowers its applicable Revolving Facility Credit Percentage of each Protective Advance made in accordance with this Section 2.01(c2.4(c). If Protective Advances are made in accordance with the preceding sentenceparagraph, then all Revolving Credit Lenders shall will be bound to make, or permit to remain outstanding, such Protective Advances based upon their applicable Revolving Facility Credit Percentages in accordance with the terms of this Agreement. All Protective Advances shall will be repaid by the Borrower Parties Borrowers on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Credit Loans generally. No Protective Advance may remain outstanding for more than ninety (90) days without the consent of the Required Revolving Lenders.

Protective Advances. Upon The Agent may from time to time, (i) before or after the occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Administrative Loan Documents which the Agent, in its sole, reasonable sole discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral or any portion of the Collateral, thereof and (ii) after the occurrence of an Event of Default which is continuing unwaived, to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) "Protective Advances"); PROVIDED, HOWEVER, that Agent shall obtain the prior written consent of the Requisite Revolving Lenders with respect to the making of any Protective Advance which, when combined with other Protective Advances not then reimbursed by the Borrower, would exceed $3,000,000. The Agent shall notify the Borrower and each Revolving Lender in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Borrower agrees to pay the Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans pursuant to SECTION 5.01 from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrower fails to make payment in respect of any Protective Advance within one (1) Business Day after the date the Borrower receives written demand therefor from the Agent, the Agent shall promptly notify each Revolving Lender and each Revolving Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, the amount equal to such Revolving Lender's Revolving Loan Pro Rata Share of such Protective Advance; PROVIDED, HOWEVER, that no Revolving Lender shall be required to make any such payment in excess of its then unfunded Revolving Credit Commitment. If such funds are not made available to the Agent by any Revolving Lender within one (1) Business Day after the Agent's demand therefor, the Agent will be entitled to recover any such amount from such Revolving Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Revolving Lender to make available to the Agent its Revolving Loan Pro Rata Share of any such Protective Advance shall neither relieve any other amount chargeable Revolving Lender of its obligation hereunder to make available to the Borrower Parties pursuant Agent such other Revolving Lender's Pro Rata Share of such Protective Advance on the date such payment is to this Agreement (such be made nor increase the obligation of any other Revolving Loans, “Protective Advances”); provided that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization Lender to make future Protective Advances (provided that existing such payment to the Agent. All outstanding principal of, and interest on, Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be constitute Obligations secured by the Collateral and shall bear interest as provided until paid in this Agreement for Revolving Loans generally.full by the Borrower. 134

Protective Advances. Upon (a) Subject to the occurrence limitations set forth below (and during notwithstanding anything to the continuance contrary in Section 4.02), the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion in the exercise of an Event its commercially reasonable judgment (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of Defaultall Lenders 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 sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral, or any portion of the Collateralthereof, (ii) to enhance the likelihood of, or maximize the amount of of, repayment of the Loans and the other Obligations Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower Parties Borrowers pursuant to the terms of this Agreement Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (each such Revolving LoansLoan, a “Protective AdvancesAdvance”); provided . Any Protective Advance may be made in a principal amount that (A) in no event shall the Revolving Facility Credit Exposure exceed would cause the aggregate Revolving Facility Exposure to exceed the Borrowing Base; provided, that, no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed five percent (5%) of the Borrowing Base as determined on the date of such proposed Protective Advance; and provided, further, that, the aggregate amount of Credit Extensions plus the aggregate amount of outstanding Protective Advances shall not exceed the Aggregate Commitments and there shall not be more than three Protective Advances during any twelve month period. No Protective Advance may remain outstanding for more than forty-five (B45) days without the consent of the Required Lenders under unless a Liquidation is taking place. Each Protective Advance shall be secured by the Revolving Facility may at any time revoke Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not may be subject to such revocation and revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b). Each applicable . (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be obligated deemed, without further action by any party hereto, unconditionally and irrevocably to advance have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the Borrower Parties date, if any, on which any Lender is required to fund its Revolving Facility participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of each Protective Advance made all payments of principal and interest and all proceeds of Collateral (if any) received by the Administrative Agent in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, respect of such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyAdvance.

Protective Advances. Upon (a) Subject to the occurrence and during the continuance of an Event of Defaultlimitations set forth below, the Administrative Agent, in its sole, reasonable discretionsole discretion exercised in good faith, may make Revolving Credit Loans to the Borrower Parties Company on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit JudgmentPermitted Discretion, deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) to pay any other amount chargeable to the Borrower Parties Company pursuant to this Agreement (such Revolving Credit Loans, “Protective Advances”); provided that (A) the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Line Cap, (B) in no event shall the sum of the Aggregate Revolving Facility Credit Exposure Extensions of Credit exceed the aggregate Revolving Facility Credit Commitments and (BC) the Required Majority Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable At any time that the conditions for making a Revolving Credit Loan are satisfied, the Administrative Agent may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participation described in Section 2.8(b). (b) Upon the making of a Protective Advance, each Lender shall be obligated deemed, without further action by any party hereto, to advance to have unconditionally and irrevocably purchased from the Borrower Parties its Revolving Facility Percentage Administrative Agent (regardless of each the existence of any Event of Default or other condition), without recourse or warranty, an undivided interest and participation in such Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Credit Commitment Percentages. 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 Xxxxxx’s Revolving Credit Commitment Percentages of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in accordance with the terms respect of this Agreement. such Protective Advance. (c) All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyABR Loans.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole, reasonable discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall will not exceed 55.0% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable to: (ia) to protect all or any portion of the Collateral, ; (iib) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or Obligations; or (iiic) to pay any other amount chargeable to the Borrower Parties pursuant to this Agreement (such Revolving Loans, “Protective Advances”); provided that (Ai) in no event shall will the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (Bii) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization to make future Protective Advances (provided Advances; provided, further, that existing Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall will become effective prospectively upon the Administrative Agent’s receipt thereof)thereof and existing Protective Advances will not be subject to thereto. Each applicable Lender shall will be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c2.01(3). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall will be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall will be repaid by the Borrower Parties on demand, shall will be secured by the Collateral and shall will bear interest as provided in this Agreement for Revolving Loans generally.

Protective Advances. Upon the occurrence and during the continuance of an Event of Default, the Administrative AgentAgent shall be authorized, in its sole, reasonable discretion, may make Revolving Loans at any time that any conditions in Section 6 are not satisfied, and without regard to the Borrower Parties on behalf aggregate Commitments, to make Base Rate Revolver Loans (“Protective Advances”) during the continuation of any Default or Event of Default (a) up to an aggregate amount of $10,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations (provided, however, that (i) the aggregate amount of Protective Advances outstanding at any time and used for the purposes of enhancing the collectability of the LendersObligations, so long as and not used for the purpose of preserving or protecting Collateral or repaying Obligations, shall not exceed $3,000,000 without the prior consent of Required Lenders and (ii) no such Protective Advances shall, for any Lender, cause the sum of the aggregate outstanding principal amount of the Revolver Loans of such Lender plus the aggregate amount of such Revolving Loans shall not Lender’s participation interest in outstanding Letters of Credit to exceed 5% such Lender’s Revolver Commitment as then most recently in effect immediately prior to the occurrence of such Default or Event of Default that resulted in the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that making of such Revolving Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations Protective Advances); or (iiib) to pay any other amount amounts chargeable to the Borrower Parties pursuant to this Agreement (such Revolving LoansObligors under any Loan Documents, “including costs, fees and expenses. Each Lender shall participate in each Protective Advances”); provided that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Advance on a Pro Rata basis. Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization authority to make future further Protective Advances under clause (provided that existing Protective Advances shall not be subject a) by written notice to Agent. Absent such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative revocation, Agent’s receipt thereof). Each applicable Lender determination that funding of a Protective Advance is appropriate shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generallyconclusive.

Protective Advances. Upon The Agent may from time to time, (i) before or after the occurrence and during the continuance of an Event of Default, make such disbursements and advances pursuant to the Administrative Loan Documents which the Agent, in its sole, reasonable sole discretion, may make Revolving Loans to the Borrower Parties on behalf of the Lenders, so long as the aggregate amount of such Revolving Loans shall not exceed 5% of the Borrowing Base, if the Administrative Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect all the Collateral or any portion of the Collateral, thereof and (ii) after the occurrence of an Event of Default which is continuing unwaived, to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations or (iii) "Protective Advances"); PROVIDED, HOWEVER, that Agent shall obtain the prior written consent of the Requisite Revolving Lenders with respect to the making of any Protective Advance which, when combined with other Protective Advances not then reimbursed by the Borrowers, would exceed $3,000,000. The Agent shall notify ASOC and each Revolving Lender in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance. The Borrowers jointly and severally agree to pay the Agent, upon demand, the principal amount of all outstanding Protective Advances, together with interest thereon at the rate from time to time applicable to Base Rate Loans pursuant to SECTION 5.01 from the date of such Protective Advance until the outstanding principal balance thereof is paid in full. If the Borrowers fail to make payment in respect of any Protective Advance within one (1) Business Day after the date ASOC receives written demand therefor from the Agent, the Agent shall promptly notify each Revolving Lender and each Revolving Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, the amount equal to such Revolving Lender's Revolving Loan Pro Rata Share of such Protective Advance; PROVIDED, HOWEVER, that no Revolving Lender shall be required to make any such payment in excess of its then unfunded Revolving Credit Commitment. If such funds are not made available to the Agent by any Revolving Lender within one (1) Business Day after the Agent's demand therefor, the Agent will be entitled to recover any such amount from such Revolving Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Revolving Lender to make available to the Agent its Revolving Loan Pro Rata Share of any such Protective Advance shall neither relieve any other amount chargeable Revolving Lender of its obligation hereunder to make available to the Borrower Parties pursuant Agent such other Revolving Lender's Pro Rata Share of such Protective Advance on the date such payment is to this Agreement (such be made nor increase the obligation of any other Revolving Loans, “Protective Advances”); provided that (A) in no event shall the Revolving Facility Credit Exposure exceed the aggregate Revolving Facility Commitments and (B) the Required Lenders under the Revolving Facility may at any time revoke the Administrative Agent’s authorization Lender to make future Protective Advances (provided that existing such payment to the Agent. All outstanding principal of, and interest on, Protective Advances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of each Protective Advance made in accordance with this Section 2.01(c). If Protective Advances are made in accordance with the preceding sentence, then all Revolving Lenders shall be bound to make, or permit to remain outstanding, such Protective Advances based upon their Revolving Facility Percentages in accordance with the terms of this Agreement. All Protective Advances shall be repaid by the Borrower Parties on demand, shall be constitute Obligations secured by the Collateral and shall bear interest as provided until paid in this Agreement for Revolving Loans generallyfull by the Borrowers.