Common use of Protective Advances Clause in Contracts

Protective Advances. In addition to any other rights of the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent may, in its discretion (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provided, further that, the aggregate amount of Revolving Exposure (including outstanding Protective Advances) shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.25(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable LendersLenders (each such Loan, a “Protective Advance”) which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (other than Swap Obligations and Banking Services Obligations), or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5% of the Total Revolving Credit Commitments; provided, further, that the Aggregate Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 or 5.3 have not been satisfied; provided that no . Proceeds of a Protective Advance shall not be made after disbursed to the applicable Revolving Credit Maturity Date, Borrower or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentother Loan Party and shall be applied in accordance with the terms of this Section 2.23. The Administrative Agent will promptly advise Protective Advances shall be secured by the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be Base Rate Loans. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 5.2 and 5.3, each SBAC Lender or SBF Lender, as if applicable, shall be deemedhave been satisfied, 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 may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.23(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Secured Obligations or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time, together with the aggregate principal amount of Overadvances outstanding at such time, shall not at any time exceed 10% of the Line Cap; provided, further, that the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Administrative Agent provided for herein or Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the other Loan DocumentsClosing Date, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, may make SBAC Revolving Facility Loans to SBAC or SBF Revolving Loans to SBF, the Borrower on behalf of the applicable Lenders, which so long as the aggregate amount of such Revolving Facility Loans shall not exceed 5.0% of the then applicable Borrowing Base, if the Administrative Agent Agent, in its sole discretion, deems that such Revolving Facility Loans are necessary or desirable (i) to preserve or protect the Collateral, all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that (a) in no Protective Advance event shall be made after the applicable total Revolving Facility Credit Maturity DateExposure exceed the total Revolving Facility Commitments minus any Line Reserves, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (xb) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereunder. Absent (provided that existing Protective Advances shall not be subject to such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally receipt thereof) and irrevocably purchased from (c) the Administrative Agent without recourse or warranty an undivided interest and participation in may not make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(d) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance in proportion made pursuant to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 terms hereof shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received be made by the Administrative Agent Revolving Facility Lenders ratably in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2accordance with their Revolving Facility Percentages.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its discretion the Administrative Agent’s Permitted Discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, as of the date of the making of any Protective Advance, the aggregate amount of outstanding Protective Advances shall not exceed 10% of the Commitments outstanding as of such date; provided further that the Total Revolving Extensions of Credit outstanding any time shall not exceed the Total Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Loans. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding receipt thereof. At any time (a) the amount equal to (i) the Line Cap minus (ii) the Total Revolving Extensions of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative AgentCredit then outstanding (calculated, each SBAC Lender or SBF with respect to any Defaulting Lender, as applicableif such Defaulting Lender had funded its Revolving Percentage of all outstanding Revolving Loans) exceeds the amount of any Protective Advance and (b) the conditions precedent set forth in Section 5.2 have been satisfied, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.3(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Company and the Lenders, from time to time during the Availability Period, in its the Administrative Agent’s sole discretion (but with absolutely no obligation), to make SBAC Revolving Loans in US Dollars to SBAC or SBF Revolving Loans to SBFthe Company, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Obligations or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.38.03) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”); provided that the aggregate principal amount of Protective Advances outstanding at any time shall not exceed $50,000,000; provided further that the making of any Protective Advance shall not cause the Aggregate Credit Exposure to exceed the Aggregate Commitments. Protective Advances may be made even if when a Default exists or the conditions precedent set forth in Section 4.2 have 4.02 are not been otherwise satisfied; provided that no . The Protective Advances shall be secured by the Liens created by the Collateral Documents and shall constitute Obligations. The Company 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 shall be made within 45 days after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentsuch Protective Advance is made. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Without affecting Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided thatalready made, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Excess Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request, on behalf of the Company, the Lenders to make ABR Loans to repay any Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation acquire participations in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Revolving Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Revolving Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Revolving Protective Advances”); provided that, (I) the aggregate Dollar Equivalent of Revolving Protective Advances outstanding at any time 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 Revolving Protective Advances may be made even if 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 4.2 4.02 have not been satisfied; provided that no Protective Advance shall be made after satisfied (including with respect to Availability), the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise may request the Revolving Lenders after making any to make a Revolving Loan to repay a Revolving Protective Advance. The authority of At any other time the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further that, the aggregate Revolving Exposure shall not exceed the aggregate Commitments; and provided further that no Protective Advances shall be made unless a Default has occurred and is continuing. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights Upon the occurrence and during the continuance of a Default or an Event of Default or upon the inability of the Administrative Agent provided for herein or Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the other Loan DocumentsClosing Date, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, may make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, the Borrower on behalf of the applicable Lenders, which so long as the aggregate amount of such Revolving Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 10.0% of the then applicable Borrowing Base, if the Administrative Agent Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect the Collateral, all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement (such Revolving Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). ; provided, that (w) all Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity DateABR Loans, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and in no event shall the aggregate Revolving Facility Credit Exposure exceed the total Revolving Commitments of all Revolving Lenders, (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereunder. Absent (provided; that existing Protective Advances shall not be subject to such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance receipt thereof) and (z) unless otherwise consented to by the Administrative Agent, each SBAC Lender or SBF affected Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 may not make Revolving Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent such Revolving Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Commitment. Any Protective Advance made pursuant to the terms hereof shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received be made by the Administrative Agent Lenders ratably in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2accordance with their Revolving Facility Percentages.

Protective Advances. In addition to any other rights Upon the occurrence and during the continuance of an Event of Default or upon the inability of the Administrative Agent provided for herein or Borrower to satisfy the conditions to borrowing set forth in Section 4.01 after the other Loan DocumentsClosing Date, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, may make SBAC Revolving Facility Loans to SBAC or SBF Revolving Loans to SBF, the Borrower on behalf of the applicable Revolving Facility Lenders, which so long as the aggregate amount of such Revolving Facility Loans shall not, together with the aggregate amount of all Overadvances then outstanding, exceed 10.0% of the then applicable Borrowing Base, if the Administrative Agent Agent, in its sole discretion, deems that such Revolving Facility Loans are necessary or desirable (i) to preserve or protect the Collateral, all or any portion thereofof the Collateral, (ii) to enhance the likelihood oflikelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement (such Revolving Facility Loans, including payments of reimbursable expenses (including costshereinafter, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that (a) in no Protective Advance event shall be made after the applicable Revolving Facility Credit Maturity DateExposure exceed the total Revolving Facility Commitments, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (xb) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Revolving Facility Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereunder. Absent (provided that existing Protective Advances shall not be subject to such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance receipt thereof) and (c) unless otherwise consented to by the Administrative Agent, each SBAC Lender or SBF affected Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 may not make Revolving Facility Loans on behalf of the applicable Lenders under this Section 2.01(c) to the extent such Revolving Facility Loans would cause a Lender’s share of the Revolving Facility Credit Exposure to exceed such Lender’s Revolving Facility Commitment. Any Protective Advance made pursuant to the terms hereof shall promptly distribute to be made by the Revolving Facility Lenders ratably in accordance with their Revolving Facility Percentages. If Protective Advances are made in accordance with this Section 2.01(c), then the Borrowing Base shall thereafter be deemed ratably increased by the amount of such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by permitted Protective Advances, but only for so long as the Administrative Agent in respect of allows such Protective Advance. All Protective Advances shall to be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2outstanding.

Protective Advances. In addition Subject to any other rights the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by the Administrative Loan Parties and Lenders, from time to time in such Agent’s sole discretion (but such Agent provided for herein shall have absolutely no obligation to), to make disbursements or in advances to the other Loan DocumentsParties, the Administrative Agent maywhich such Agent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (ia) to preserve or protect the Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiic) to pay any other amount chargeable to to, or required to be paid by any Borrower or any other by, the Loan Party Parties pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of reimbursable expenses (including costsprincipal, interest, fees, and reimbursable expenses as described in Section 11.3) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied; provided that no . The interest rate on all Protective Advances shall be at the Alternate Base Rate plus the Applicable Margin for the Tranche A-2 Term Loans. Protective Advances shall not exceed $5,000,000 in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunderObligations hereunder which may be charged to the Loan Account in accordance with Section 2.15(f). Upon Borrower shall pay the making unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on the earlier of the Maturity Date and the date that is three (3) Business Days following the date on which demand for payment is made by the Administrative applicable Agent, . The applicable Agent shall notify each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation Lead Borrower in writing of each such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent mayAdvance, at any time, require which notice shall include a description of the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Without limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advances Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the priorities set forth in Section 9.2date such payment was due until the date such amount is paid to the applicable Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Alternate Base Rate.

Protective Advances. In addition Subject to any other rights the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by the Administrative Loan Parties and Lenders, from time to time in such Agent’s sole discretion (but such Agent provided for herein shall have absolutely no obligation to), to make disbursements or in advances to the other Loan DocumentsParties, the Administrative Agent maywhich such Agent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (ia) to preserve or protect the Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiic) to pay any other amount chargeable to to, or required to be paid by any Borrower or any other by, the Loan Party Parties pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of reimbursable expenses (including costsprincipal, interest, fees, and reimbursable expenses as described in Section 11.3) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied; provided that no . The interest rate on all Protective Advances shall be at the Alternate Base Rate plus the Applicable Margin. Protective Advances shall not exceed $5,000,000 in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunderObligations hereunder which may be charged to the Loan Account in accordance with Section 2.15(f). Upon Borrower shall pay the making unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on the earlier of the Maturity Date and the date that is three (3) Business Days following the date on which demand for payment is made by the Administrative applicable Agent, . The applicable Agent shall notify each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation Lead Borrower in writing of each such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent mayAdvance, at any time, require which notice shall include a description of the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Without limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advances Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the priorities set forth in Section 9.2date such payment was due until the date such amount is paid to the applicable Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Alternate Base Rate.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its discretion the Administrative Agent’s Permitted Discretion (but with shall have absolutely no obligationobligation to), after the occurrence and during the continuance of a Default or an Event of Default, to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Finance Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, as of the date of the making of any Protective Advance, the aggregate amount of outstanding Protective Advances shall not exceed 5% of the Commitments outstanding as of such date; provided further that the Revolving Outstandings at any time shall not exceed the Revolving Committed Amount. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Finance Obligations hereunder. All Protective Advances shall be Base Rate Loans. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusivereceipt thereof. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any time (i) the making of a Protective Advance by amount equal to (A) the Administrative AgentLine Cap minus (B) the Revolving Outstandings (calculated, each SBAC Lender or SBF with respect to any Defaulting Lender, as applicableif such Defaulting Lender had funded its Revolving Commitment Percentage of all outstanding Revolving Loans) exceeds the amount of any Protective Advance and (ii) the conditions precedent set forth in Section 4.02 have been satisfied, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.18(b).

Protective Advances. In addition Subject to any other rights the limitations set forth below, upon the occurrence and during the continuance of the Event of Default, Administrative Agent provided for herein or is authorized by Company and the Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with Administrative Agent shall have absolutely no obligationobligation to), to make SBAC Revolving Loans disbursements or advances to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable LendersBorrowers, which the Administrative Agent Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party Borrowers pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied; provided that no . The interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC in and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances Collateral and shall constitute Obligations hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All The Protective Advances shall constitute Base Rate Loans made hereunderObligations hereunder which may be charged to the Loan Account in accordance with Section 2.12(i). Upon Borrowers shall pay the making unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on the earlier of the Term Loan Maturity Date and the date on which demand for payment is made by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 notify each Lender and Company in writing in advance of each such Lender its Pro Rata Share Protective Advance, which notice shall include a description of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Without limitation to its obligations pursuant to Section 9.6, each Lender agrees that it shall make available to Administrative Agent, upon the Administrative Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advances Advance. If such funds are not made available to Administrative Agent by such Lender, Administrative Agent shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the priorities set forth in Section 9.2date such payment was due until the date such amount is paid to Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Base Rate.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time during the Availability Period, in its discretion the Administrative Agent’s Permitted Discretion (but with absolutely no without any obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Loan Document Obligations or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any such Loans are herein being referred to collectively herein as “Protective Advances”); provided that, no Protective Advance shall be made if after giving effect thereto (A) the Aggregate Revolving Exposures would exceed the Aggregate Commitment or (B) the aggregate principal amount of the outstanding Protective Advances would exceed 10% of the Aggregate Commitment in effect at the time of the making of such Protective Advance. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall constitute Loan Document Obligations hereunder and shall be made after Guaranteed and secured as provided in the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving CommitmentSecurity Documents. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share Receipt thereof. The Administrative Agent may, may at any timetime (i) subject to the limitations set forth in Section 2.01 and to the satisfaction of the conditions set forth in Section 4.02, request, on behalf of the Borrower, the Lenders to make ABR Revolving Loans to repay any Protective Advance or (ii) require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation acquire participations in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share as provided in paragraph (b) of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2this Section.

Protective Advances. In addition to At any other rights time after an Event of the Administrative Default has occurred and is continuing, Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion reasonable discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans (but “Protective Advances”) (a) up to an aggregate amount outstanding at any time, when aggregated with absolutely no obligation)all outstanding Overadvances, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of 5% of the applicable LendersAggregate Borrowing Base, which the Administrative if Agent deems such Loans necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by Obligors under any Borrower or any other Loan Party pursuant to the terms of this AgreementDocuments, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfiedexpenses; provided that no Protective Advance such Revolver Loans shall be made after Tranche A Revolver Loans unless the applicable Revolving Credit Maturity Dateoutstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, or 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. In no event shall Protective Advances cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Lender’s outstanding Loans Lender to exceed its SBAC Revolving Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Lender to exceed its Tranche B Revolver Commitment or SBF (ii) the outstanding Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not Loans and LC Obligations to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders aggregate Revolver Commitments. Each Tranche A Revolver Lender or the Required SBF LendersTranche B Revolver Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time with prior revoke Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2.

Protective Advances. In addition Subject to any other rights of the Administrative limitations set forth below, the Agent provided for herein or is authorized by the Borrower and the Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFAdvances, on behalf of all Lenders, in an aggregate amount outstanding at any time that, when added to the applicable Lendersaggregate amount of Overadvances outstanding at such time, does not exceed 5% of the Aggregate Revolving Commitment at such time, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to collectively as “Protective Advances”); provided that, no Protective Advance shall cause the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13 and shall be payable on the earlier of demand or the Facility Termination Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Required Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunderAdvances. Absent Any such revocationrevocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any other time the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.2.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Working Capital Borrowers and the Lenders, from time to time in its the Administrative Agent's sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Working Capital Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Working Capital Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “"Protective Advances”"); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $10,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent's authorization to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 may be revoked at any time with respect to Protective Advances made to SBAC by the Required Lenders. Any such revocation must be in writing and (y) $5,500,000 at shall become effective prospectively upon the Administrative Agent's receipt thereof. At any time with respect to Protective Advances made to SBF; provided thatthat there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke may request the Administrative Agent’s authorization Revolving Lenders to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by At any party hereto, to have unconditionally and irrevocably purchased from other time the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (0) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (x) $7,500,000, and (y) an amount equal to 10% of the aggregate Revolving Commitments; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be CBFR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Aggregate Revolving Commitment when combined with the aggregate amount of Overadvances outstanding at such time; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances and Overadvances outstanding at any time shall not at any time exceed 10% of the Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition Subject to any other rights the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, each Agent is authorized by Company and the Administrative Lenders, from time to time in such Agent’s sole discretion (but such Agent provided for herein shall have absolutely no obligation to), to make disbursements or in the other Loan Documentsadvances to Company, the Administrative Agent maywhich such Agent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Term Loan and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party Company pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described any of such loans are in Section 11.3this clause (c) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). The interest rate on all Protective Advances may shall be made even if at the conditions precedent set forth Base Rate plus the Applicable Margin. Protective Advances shall not exceed $5,000,000 in Section 4.2 have not been satisfied; provided that no the aggregate at any time without the prior consent of each Lender. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunderObligations hereunder which may be charged to the Loan Account in accordance with Section 2.14(f). Upon Company shall pay the making unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on the earlier of the Maturity Date and the date on which demand for payment is made by the Administrative applicable Agent, . The applicable Agent shall notify each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation Company in writing of each such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent mayAdvance, at any time, require which notice shall include a description of the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Without limitation to its obligations pursuant to Section 9.6, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advances Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the priorities set forth in Section 9.2date such payment was due until the date such amount is paid to the applicable Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate.

Protective Advances. In addition The Agent may from time to any other rights time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Administrative Agent provided for herein or Loan Documents in an amount not to exceed the other Loan Documentslesser of (i) the Revolving Credit Availability (calculated in Dollars) at such time and (ii) $5,000,000, which the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) Loans and other sums payable under the Loan Documents Obligations (any such Loans are herein referred to collectively as “"Protective Advances”"). The Agent shall notify the U.S. Borrower and each Lender in writing of each such Protective Advances may be made even if Advance, which notice shall include a description of the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any purpose of such Protective Advance. The authority of U.S. Borrower agrees to pay the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided thatAgent, upon demand, the Required SBAC Lenders or principal amount of all outstanding Protective Advances, together with interest thereon at the Required SBF Lenders, as applicable, may at any rate from time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization time applicable to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in date of such Protective Advance until the outstanding principal balance thereof is paid in proportion full. If the U.S. Borrower fails to its make payment in respect of any Protective Advance within one (1) Business Day after the date the U.S. Borrower receives written demand therefor from the Agent, the Agent shall promptly notify each Lender and each Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, an amount equal to such Lender's Pro Rata Share thereofof such Protective Advance. If such funds are not made available to the Agent by such Lender within one (1) Business Day after the Agent's demand therefor, the Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which failure of any Lender is required to fund its participation in any Protective Advance purchased hereunder, make available to the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share of all payments any such Protective Advance shall neither relieve any other Lender of principal and interest and all proceeds of Collateral and its obligation hereunder to make available to the Agent such other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect Lender's Pro Rata Share of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Agent. All outstanding principal of, and interest on, Protective Advances shall be Obligations, constitute Obligations bearing interest at the rate applicable to Base Rate Loans and secured by the Collateral, and treated for all purposes as an expense of Collateral until paid in full by the Administrative Agent entitled to the priorities set forth in Section 9.2U.S. Borrower.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $7,500,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be Base Rate Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or amounts required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to collectively as “Protective Advances”); provided that the aggregate principal amount of Protective Advances outstanding at any time shall not exceed (i) $15,000,000 in the aggregate or (ii) together with the aggregate principal amount of Overadvances outstanding at such time pursuant to Section 2.05, $20,000,000 in the aggregate; provided further that no Protective Advance may be made if, after giving effect thereto, any Lender’s Credit Exposure shall exceed its Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make Revolving Loans to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes risk participations as an expense of the Administrative Agent entitled to the priorities set forth described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the limitations set forth below, the ABL Administrative Agent provided for herein or is authorized by the Borrower and the Lenders, from time to time in the other Loan Documents, the ABL Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the ABL Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5% of Maximum Availability at such time; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the aggregate unused Revolving Commitments and provided further that no Protective Advance may remain outstanding for more than ninety (90) days. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the ABL Administrative Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Base Rate Borrowings. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the ABL Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the ABL Administrative Agent’s determination receipt thereof. At any time that funding of there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the ABL Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any other time the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the ABL Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights of the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans or Base Rate FILO Loans (but "Protective Advances") (a) up to an aggregate amount outstanding at any time, together with absolutely no obligation)the amount of any outstanding Overadvances, make SBAC Revolving Loans equal to SBAC the greater of (i) $60,000,000 or SBF Revolving Loans to SBF, on behalf (ii) 10% of the applicable LendersAggregate Borrowing Base, which the Administrative if Agent deems such Loans necessary or desirable (i) to preserve or protect the any Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay other Obligations under any portion thereofCredit Document; provided that such Protective Advances shall be Revolver Loans unless the outstanding principal amount of FILO Loans is less than the FILO Maximum Amount, in which case up to an amount equal to the FILO Maximum Amount minus the outstanding principal amount of FILO Loans of such Protective Advances shall be FILO Loans, and the remaining amount of such Protective Advances shall be Revolver Loans. In no event shall Protective Advances cause (i) the outstanding Revolver Loans and LC Obligations of any Lender to exceed its Revolver Commitment, (ii) the outstanding FILO Loans of any Lender to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, exceed its FILO Commitment or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans and LC Obligations to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective AdvanceCommitments. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as an expense Extraordinary Expenses. Each Revolver Lender or FILO Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent's authorization to make further Protective Advances under clause (a) by written notice to Agent. Absent such revocation, Agent's determination that funding of the Administrative Agent entitled to the priorities set forth in Section 9.2a Protective Advance is appropriate shall be conclusive.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances and Overadvances outstanding at any time shall not exceed 10% of the aggregate Revolving Commitments of all the Lenders; provided further that, the aggregate Revolving Exposure shall not exceed the aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Supermajority Lenders, unless the Administrative Agent (together with any Affiliate thereof) hold more than 33-1/3% of the Total Commitments in which case all Lenders (other than the Administrative Agent and any Affiliate thereof). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share receipt thereof. The Administrative Agent may, at At any time, require time that there is sufficient Availability and the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities conditions precedent set forth in Section 9.2.Section

Protective Advances. In addition The Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s discretion, to make, at any other time and from time to time, a disbursement or advance which: (a) is made to maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Administrative Agent provided for herein Secured Parties; or in the other Loan Documents, the Administrative Agent may, in its discretion (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (ib) to preserve or protect the Collateral, or any portion thereof, (ii) is made to enhance the likelihood of, or to maximize the amount of, repayment of the Obligations, or any Obligation; and (iiic) is made to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreementhereunder (collectively, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if ; provided, that the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority aggregate principal amount of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent all such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute not exceed 10% of the Term Loan Borrowing Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligationsrepayable on demand of the Administrative Agent and, together with all interest thereon, constitute Obligations secured by the Collateral, and treated . Protective Advances shall not constitute Term Loans but shall otherwise constitute Obligations for all purposes as an expense hereunder. Interest on Protective Advances shall be payable at the LIBO Rate in effect from time to time, plus the Applicable Margin and shall be payable on demand of the Administrative Agent. Each Lender agrees that it shall pay to Administrative Agent, upon Administrative Agent’s demand, in immediately available funds, an amount equal to such Lender’s pro rata share of each such Protective Advance. The making of any such Protective Advance on any one occasion shall not obligate the Administrative Agent entitled or any Lender to make or permit any Protective Advance on any other occasion or to permit such Protective Advances to remain outstanding. The Administrative Agent shall have no liability for, and no Loan Party or Secured Party shall have the priorities set forth in Section 9.2right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to any Protective Advance.

Protective Advances. In addition Subject to any other rights the limitations set forth below, and whether or not an Event of the Administrative Default or a Default shall have occurred and be continuing, each Agent provided for herein is authorized by Borrower and Lenders, from time to time in such Agent’s sole discretion (but such Agent shall have absolutely no obligation to), to make disbursements or in the other Loan Documentsadvances to Borrower, the Administrative Agent maywhich such Agent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (ia) to preserve or protect the Collateral, or any portion thereof, (iib) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiic) to pay any other amount chargeable to to, or required to be paid by any by, Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of reimbursable expenses (including costsprincipal, interest, fees, and reimbursable expenses as described in Section 11.3) and other sums payable under the Loan Documents (any of such Loans are herein in this clause (c) referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Article III have not been satisfied; provided that no . The interest rate on all Protective Advances shall be at the Alternate Base Rate plus the Applicable Margin for the Term Loans. Protective Advances shall not exceed 15% of the Term Loan Exposure in the aggregate at any time without the prior written consent of Required Lenders. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunderObligations hereunder which may be charged to the Loan Account in accordance with Section 2.15(f). Upon Borrower shall pay the making unpaid principal amount and all unpaid and accrued interest of a each Protective Advance on the earlier of the Maturity Date and the date that is three (3) Business Days following the date on which demand for payment is made by the Administrative applicable Agent, . The applicable Agent shall notify each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation Borrower in writing of each such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent mayAdvance, at any time, require which notice shall include a description of the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Without limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to the applicable Agent, upon such Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Protective Advances Advance. If such funds are not made available to the applicable Agent by such Lender, such Agent shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the priorities set forth in Section 9.2date such payment was due until the date such amount is paid to the applicable Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Alternate Base Rate.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Total Revolving Commitment; and provided, further, that the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Total Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to At any other rights time after an Event of the Administrative Default has occurred and is continuing, Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion reasonable discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans (but “Protective Advances”) (a) up to an aggregate amount outstanding at any time, when aggregated with absolutely no obligation)all outstanding Overadvances, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of 5% of the applicable LendersAggregate Borrowing Base, which the Administrative if Agent deems such Loans necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Obligations, ; or (iiib) to pay any other amount amounts chargeable to or required to be paid by Obligors under any Borrower or any other Loan Party pursuant to the terms of this AgreementDocuments, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfiedexpenses; provided that no Protective Advance such Revolver Loans shall be made after Tranche A Revolver Loans unless the applicable Revolving Credit Maturity Dateoutstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, or 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. In no event shall Protective Advances cause (i) the outstanding Tranche A Revolver Loans and LC Obligations of any Lender’s outstanding Loans Lender to exceed its SBAC Revolving Tranche A Revolver Commitment, (ii) the outstanding Tranche B Revolver Loans of any Lender to exceed its Tranche B Revolver Commitment or SBF (iii) the outstanding Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not Loans and LC Obligations to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders aggregate Revolver Commitments. Each Tranche A Revolver Lender or the Required SBF LendersTranche B Revolver Lender, as applicable, shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time with prior revoke Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2.

Protective Advances. In addition Subject to any other rights of the Administrative limitations set forth below, the Agent provided for herein or is authorized by the Borrower and the Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFAdvances, on behalf of all Lenders, in an aggregate amount outstanding at any time that, when added to the applicable Lendersaggregate amount of Overadvances outstanding at such time, does not exceed 5% of the Aggregate Revolving Commitment at such time, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to collectively as “Protective Advances”); provided that, no Protective Advance shall cause the Aggregate Revolving Credit Exposure to exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Required Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunderAdvances. Absent Any such revocationrevocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any other time the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.2.

Protective Advances. In addition to any other rights of the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion discretion, at any time that any conditions in Section 6 are not satisfied to make Adjusted Base Rate Revolver Loans (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable “Protective Advances”) (a) (i) in respect of Revolver One Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver One Loans outstanding at any time, if Agent deems such Loans reasonably necessary or reasonably desirable to preserve or protect the Collateral, or any portion thereofto enhance the collectibility or repayment of Obligations, as long as such Loans do not cause the outstanding Revolver One Loans and LC Obligations issued under the Revolver One Commitments to exceed the aggregate Revolver One Commitments, and (ii) in respect of Revolver Two Loans, up to an aggregate amount of 5% of the Borrowing Base for Revolver Two Loans outstanding at any time, if Agent deems such Loans reasonably necessary or reasonably desirable to preserve or protect Collateral applicable to the Revolver Two Loans, or to enhance the likelihood of, collectibility or maximize the amount of, repayment of the Obligations, as long as such Loans do not cause the outstanding Revolver Two Loans and LC Obligations issued under the Revolver Two Commitments to exceed the aggregate Revolver Two Commitments; or (iiib) to pay any other amount amounts chargeable to or required to be paid by Obligors under any Borrower or any other Loan Party pursuant to the terms of this AgreementDocuments, including payments of reimbursable expenses (including interest, costs, fees, fees and expenses as described expenses. Each Lender shall participate in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no each applicable Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmenton a Pro Rata basis. The Administrative Agent will promptly advise the Required Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior revoke Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances In no event shall constitute Base Rate Loans made hereunder. Upon the making any Borrower or other Obligor be deemed a beneficiary of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by this Section nor authorized to enforce 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 of its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2terms.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.311.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed five percent (5%) of the amount of the Aggregate Revolving Commitment at such time; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights of the The Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion (but discretion, following notice to and consultation with absolutely no obligation)the Borrower, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFat any time, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBFAdvances; provided that, the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Each Revolving Lender shall participate in each Protective Advance in an amount equal to its Revolving Facility Percentage. The Required SBAC Lenders or the Required SBF Lenders, as applicable, Revolving Lenders may at any time with prior revoke the Administrative Agent’s authority to make further Protective Advances under this Section 2.24 by written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All The Administrative Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Administrative Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Administrative Agent shall constitute Base Rate Loans made hereunderuse reasonable efforts to notify the Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being properly contested. Upon the making of a Protective Advance by the Administrative AgentAgent (whether before or after the occurrence of a Default), each SBAC Revolving Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty warranty, an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participationsRevolving Facility Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share Revolving Lender, such Revolving Lender’s Revolving Facility Percentage of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All The making of a Protective Advances Advance on any one occasion shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of not obligate the Administrative Agent entitled to make any Protective Advance on any other occasion. At any time that the priorities conditions precedent set forth in Section 9.24.02 have been satisfied or waived, the Administrative Agent may request that the Revolving Lenders make a Revolving Loans to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Lenders to fund their risk participations described above. A Protective Advance is for the account of the Borrower and shall accrue interest at the rate applicable to Revolving Loans that are Base Rate Loans.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $3,500,000; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure plus Ex-Im Exposure shall not exceed the aggregate Revolving Commitments. The Administrative Agent shall endeavor to give Borrower notice of any Protective Advance at the time any such Protective Advance is made. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be CBFR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and Aggregate Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, ; (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, ; or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, fees and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Revolving Loans are herein referred to collectively as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5% of the aggregate Revolving Commitments; and provided, further, that the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) in and to make Protective Advances is limited to an aggregate amount not to exceed the Collateral of the U.S. Loan Parties (x) $2,000,000 at any time with respect to in the case of Protective Advances made to SBAC and the Company) or the Collateral of all the Loan Parties (y) $5,500,000 at any time with respect to in the case of Protective Advances made to SBF; provided that, the Required SBAC Lenders or Bermuda Borrowers) and shall constitute U.S. Secured Obligations (in the Required SBF Lenders, as applicable, may at any time with prior written notice case of Protective Advances made to the Administrative Agent revoke Company) or Bermuda Secured Obligations (in the case of Protective Advances made to the Bermuda Borrowers). All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition Subject to any other rights of the Administrative Agent provided for herein or limitations set forth below (and notwithstanding anything to the contrary in the other Loan DocumentsSection 4.2), the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans (which may be a Swing Loan) to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable Lendersall Revolving Credit Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect for the Collateral, or any portion thereof, (ii) to enhance purposes specified in the likelihood of, or maximize the amount of, repayment definition of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no satisfied or waived. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Requisite Revolving Credit Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusivereceipt thereof. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the The making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, on any one occasion shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from not obligate the Administrative Agent without recourse or warranty an undivided interest and participation in such to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in proportion to its Pro Rata Share thereof. The Section 4.2 have been satisfied or waived, the Administrative Agent may, at may request the Revolving Credit Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Credit Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.1(c).

Protective Advances. In addition to Without limiting any other rights of the Administrative Agent provided for provisions contained herein or in the any other Loan Documents, at its option, the Administrative Agent may, in its discretion Lender may make “protective advances” to pay for any obligation of any Borrower that has not been timely paid or to make any payments necessary to maintain or preserve value (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf including going concern value) of the applicable Lenders, which Collateral following and during the Administrative Agent deems necessary or desirable continuance of an Event of Default; provided that nothing in this paragraph shall be interpreted as imposing any obligation on the Lender to (i) to preserve or protect the Collateralmake any such “protective advance”, or any portion thereofsimilar advance or disbursement, or otherwise to establish any course of dealing between the Lender and the Borrowers of any kind or nature or (ii) to enhance the likelihood of, cure or maximize the amount of, repayment perform any obligations or other promises of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms Borrower. The making of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively “protective advance” shall not be construed as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance a waiver of any Defaults or Events of Default nor shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of any such “protective advance” be construed as a Protective Advance satisfaction, reinstatement, modification, amendment or extension by the Administrative AgentLender of any of the Loans or Loan Documents, each SBAC or as a waiver, relinquishment or forbearance by the Lender of any of its rights and remedies under any of the Loans or SBF Lenderthe Loan Documents. All “protective advances” disbursed by the Lender in connection with this paragraph, as applicableincluding reasonable attorneys’ fees, court costs, reasonable expenses and other charges relating thereto, shall be deemedpayable, without further action by any party heretoupon demand, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances Borrowers to the Lender and shall be Obligations, additional Obligations secured by hereby and shall bear interest until paid at the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2Default Rate.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $2,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by 100% of the Lenders (other than any Defaulting Lender). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Agent provided for herein or is authorized by the Borrowers and the Revolving Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable Lendersall Lenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (ix) to preserve or protect the Collateral, or any portion thereof, (iiy) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iiiz) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any each such Loans are herein referred to collectively as Loan, a “Protective AdvancesAdvance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 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 outstanding Protective Advances plus the aggregate of all other Revolving Exposure shall not exceed the aggregate total Commitments. No Protective Advance may remain outstanding for more than forty-five (45) days without the consent of the Required Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no satisfied or waived. Each Protective Advance shall be made after secured by the applicable Liens in favor of the Agent in and to the Collateral and shall constitute Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving CommitmentFacility Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusivereceipt thereof. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the The making of a Protective Advance by on any one occasion shall not obligate the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by Agent to make any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance on any other occasion. At any time that the conditions precedent set forth in proportion Section 4.02 have been satisfied or waived, the Agent may request the Revolving Lenders to its Pro Rata Share thereofmake a Revolving Loan to repay a Protective Advance. The Administrative Agent may, at At any other time, the Agent may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (x) $7,500,000, and (y) an amount equal to 10% of the aggregate Revolving Commitments; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be CBFR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights of the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion (but with absolutely no obligation)sole and absolute discretion, at any time or times that a Default or Event of Default exists or any of the conditions precedent set forth in Section 3.2 hereof have not been satisfied, to make SBAC Revolving Revolver Loans that are Base Rate Loans to SBAC or SBF Revolving Borrowers in an aggregate amount outstanding at any time not to exceed $5,000,000, but only to the extent that Agent, in the exercise of its business judgment, deems the funding of such Loans (herein called “Protective Advances”) to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems be necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party Borrowers pursuant to the terms of this Agreement, including payments costs, fees and expenses, all of reimbursable expenses which Protective Advances shall be deemed part of the Obligations and secured by the Collateral and shall be treated for all purposes of this Agreement (including costsSection 2.22) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, feeshowever, and expenses as described in Section 11.3) and other sums payable under that the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Requisite Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional any such Protective Advances hereunderby written notice to Agent, which shall become effective prospectively upon and after Agent’s actual receipt thereof. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, is required for any such purposes shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation conclusive. Each Lender shall participate in such each Protective Advance in proportion an amount equal to its Pro Rata Share thereofshare of the Revolving Commitments. The Administrative Agent mayNotwithstanding the foregoing, the maximum amount of Protective Advances outstanding at any time, require when added to the Lenders aggregate of Revolving Loans, LC Obligations and Out-of-Formula Loans outstanding at such time, shall not exceed the total of the Revolving Commitments. Nothing in this Section 2.2 shall be construed to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation limit in any Protective Advance purchased hereunder, way the Administrative amount of Extraordinary Expenses that may be incurred by Agent shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances that Borrowers shall be Obligations, secured by obligated to reimburse to Agent as provided in the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2Credit Documents.

Protective Advances. In addition The Administrative Agent shall notify Borrower, Parent Guarantor and each Lender in writing of each such Protective Advance, which notice (each a "Protective Advance Notice") shall include a description of the purpose of such Protective Advance, the aggregate amount of such Protective Advance, each Lender's Pro Rata Share thereof and the date each Lender shall be required to any other rights pay its Pro Rata Share of the Protective Advance (the "Protective Advance Date"), which Protective Advance Date shall be not less than two (2) Business Days after delivery of the Protective Advance Notice. Each Lender agrees to pay to the Administrative Agent provided for herein or its Pro Rata Share of any Protective Advance on the Protective Advance Date in the other Loan Documentsmanner set forth herein for a funding of an Advance. Borrower or Parent Guarantor agree to pay the Administrative Agent, upon demand, the Administrative Agent may, in its discretion (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf principal amount of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “all outstanding Protective Advances”). Protective Advances may be made even if , together with interest thereon at the conditions precedent rate set forth in Section 4.2 have not been satisfied; provided that no 2.11 applicable in the event of a Default. If Borrower or Parent Guarantor fail to make payment in respect of any Protective Advance shall be made within three (3) Business Days after the applicable Revolving Credit Maturity Date, date Borrower or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior Parent Guarantor receive written notice to the Administrative Agent revoke demand therefor from the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent , such revocation, the Administrative Agent’s determination that funding of failure shall constitute a Protective Advance is appropriate shall be conclusiveDefault. All outstanding principal of, and interest on, Protective Advances shall constitute Base Rate Loans made hereunderSecured Obligations secured by the Collateral until paid in full by Borrower or Parent Guarantor. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderAdvance, the Administrative Agent shall promptly distribute be subrogated to such Lender its Pro Rata Share of all payments of principal and interest any and all proceeds rights, equal or superior titles, liens and equities, owned or claimed by any owner or holder of Collateral said outstanding liens, charges and other amounts due indebtedness, however remote, regardless of whether said liens, charges and payable hereunder with respect thereto received indebtedness are acquired by assignment or have been released of record by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2holder thereof upon payment.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (A) $10,000,000 and (B) 10% of the Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the aggregate Commitments of the Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall constitute Obligations hereunder and shall (except as expressly agreed otherwise in any Collateral Document) be secured by the Liens in favor of the Administrative Agent in and to the Collateral. All Protective Advances shall be ABRBase Rate Borrowings in respect of Protective Advances made to any U.S. Borrower and shall be RFR Borrowings in respect of Protective Advances made to any UK Borrower. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Company and the Revolving Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Company, on behalf of the applicable all Revolving Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Loan Document Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”); provided, that the aggregate amount of Protective Advances outstanding at any time shall not exceed $45,000,000; provided further, that the making of any such Loan shall not cause the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment. Protective Advances may be made even if when a Default exists or the conditions precedent set forth in Section 4.2 have 4.02 are not been otherwise satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving CommitmentLiens created by the Security Documents and shall constitute Loan Document Obligations. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to shall be ABR Borrowings. Without affecting Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided thatalready made, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make Revolving Loans to repay any Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.05(b).

Protective Advances. In addition The Administrative Agent shall be authorized, in its discretion, at any time (including any time that a Default or Event of Default exists), to any other make advances (“Protective Advances”), if the Administrative Agent, after consultation with the Co-Collateral Agents, deems such Protective Advances necessary or desirable to, directly or indirectly, (A) maintain, protect or preserve the value of the Collateral and/or the Administrative Agent’s rights therein as determined in the discretion of the Administrative Agent provided for herein Agent, including to preserve the Loan Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll, including without limitation any other payments made concurrently with a payment relating to the maintenance, protection or in preservation of value of the other Loan Documents, Collateral and/or the Administrative Agent may, in its discretion (but with absolutely no obligationAgent’s rights therein or for the preservation of the Loan Parties’ business assets or infrastructure which is made incidentally as a result of the ordinary course operation of the Loan Parties’ treasury management functions), make SBAC Revolving Loans (B) implement and exercise an Enforcement Action with respect to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, (C) fund an orderly liquidation or any portion thereofwind-down of the Loan Parties’ assets or business or an Insolvency Proceeding (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), (iiD) to enhance the likelihood oflikelihood, or maximize maximize, the amount of, repayment of the Obligations, (E) reflect currency fluctuations, or (iiiF) to pay any other amount amounts chargeable to or required to be paid by the Loan Parties under any Borrower or any other Loan Party pursuant to the terms of this AgreementDocuments, including payments of reimbursable expenses (including costs, fees, fees and expenses as described expenses. Each Lender shall participate in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no each Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmenton a Pro Rata basis. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, shall constitute Obligations hereunder and shall be treated for all purposes as an expense Extraordinary Expenses. The Administrative Agent shall provide the Borrower Agent with written notice of any Protective Advances, provided that failure to provide such notice shall not constitute a default by the Administrative Agent entitled hereunder. In no event shall Protective Advances be required to be made at any time. Any sufferance of a Protective Advance shall not constitute a waiver by the priorities set forth in Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 9.2nor authorized to enforce any of its terms.

Protective Advances. In addition The Administrative Agent shall be authorized, in its discretion, at any time (including any time that a Default or Event of Default exists), to any other make advances (“Protective Advances”), if the Administrative Agent, after consultation with the Collateral Agent, deems such Protective Advances necessary or desirable to, directly or indirectly, (A) maintain, protect or preserve the value of the Collateral and/or the Administrative Agent’s rights therein as determined in the discretion of the Administrative Agent provided for herein Agent, including to preserve the Loan Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll, including without limitation any other payments made concurrently with a payment relating to the maintenance, protection or in preservation of value of the other Loan Documents, Collateral and/or the Administrative Agent may, in its discretion (but with absolutely no obligationAgent’s rights therein or for the preservation of the Loan Parties’ business assets or infrastructure which is made incidentally as a result of the ordinary course operation of the Loan Parties’ treasury management functions), make SBAC Revolving Loans (B) implement and exercise an Enforcement Action with respect to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, (C) fund an orderly liquidation or any portion thereofwind-down of the Loan Parties’ assets or business or an Insolvency Proceeding (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), (iiD) to enhance the likelihood oflikelihood, or maximize maximize, the amount of, repayment of the Obligations, (E) reflect currency fluctuations, or (iiiF) to pay any other amount amounts chargeable to or required to be paid by the Loan Parties under any Borrower or any other Loan Party pursuant to the terms of this AgreementDocuments, including payments of reimbursable expenses (including costs, fees, fees and expenses as described expenses. Each Lender shall participate in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no each Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmenton a Pro Rata basis. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, shall constitute Obligations hereunder and shall be treated for all purposes as an expense Extraordinary Expenses. The Administrative Agent shall provide the Borrower Agent with written notice of any Protective Advances, provided that failure to provide such notice shall not constitute a default by the Administrative Agent entitled hereunder. In no event shall Protective Advances be required to be made at any time. Any sufferance of a Protective Advance shall not constitute a waiver by the priorities set forth in Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 9.2nor authorized to enforce any of its terms.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable at any time after the occurrence and during the continuance of any Default (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents which the Borrowers have not paid out at the times required by this Agreement, or (iii) after the occurrence and during the continuation of an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not exceed $10,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders shall be ABR Borrowings or the Required SBF LendersCanadian Prime Rate Borrowings, as applicable, may at any time with prior written notice to and shall be payable within one (1) Business Day after demand by the Administrative Agent revoke the Agent. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Supermajority Revolving Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its reasonable discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Obligations or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other the Loan Party Parties pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.04) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed the lesser of (x) $2,500,000 and (y) 5.0% of the Aggregate Commitments; provided further that the aggregate amount of outstanding Protective Advances plus the aggregate amount of the other Total Outstandings shall not exceed the Aggregate Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving CommitmentCollateral Documents and shall constitute Obligations hereunder and under the other Loan Documents. All Protective Advances shall be Base Rate Loans. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. Notwithstanding anything to the contrary set forth in Section 2.02, at any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Excess Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.18(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time following the occurrence and during the continuance of a Default or an Event of Default, in its the Administrative Agent’s sole discretion (but with has absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Floorplan Advances and the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5.0% of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered); provided, further that, the aggregate amount of Revolving Exposure (including outstanding Protective Advances) shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.25(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Revolving Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Revolving Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Revolving Protective Advances”); provided that, (I) the aggregate Dollar Equivalent of Revolving Protective Advances outstanding at any time 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 Revolving Protective Advances may be made even if 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 4.2 4.02 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed satisfied (x) $2,000,000 at any time including with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunderAvailability), the Administrative Agent shall promptly distribute may request the Revolving Lenders to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled make a Revolving Loan to the priorities set forth in Section 9.2.repay a

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or amounts required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents which have not been paid by the Borrowers after written demand therefor (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed (i) $10,000,000 in the aggregate or, (ii) together with any Overadvances outstanding at any time pursuant to Section 2.05, $15,000,000 in the aggregate; provided further that, the aggregate Credit Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make Revolving Loans to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans in Dollars to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) after the occurrence and during the continuance of an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) after the occurrence and during the continuance of an Event of Default, to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $20,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed an amount equal to the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders (other than any Defaulting Lender). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition Subject to the terms and conditions set forth herein, the Lenders may, in their sole and absolute discretion, make advances (each, a “Protective Advance Loan”) to or on behalf of the Borrower or its applicable Subsidiary or Controlled JV Subsidiary from time to time on any Business Day, solely to cure a default under Mortgage Indebtedness with an outstanding principal amount in excess of the Mortgage Debt Threshold Amount in the aggregate (the "Applicable Mortgage Indebtedness") (and for the avoidance of doubt, no such cure may be made with respect to any Mortgage Indebtedness with an aggregate outstanding principal amount equal to or less than the Mortgage Debt Threshold Amount); provided, however, that the Administrative Agent shall give Borrower ten (10) Business Days’ prior written notice prior to making a Protective Advance Loan, which notice shall specify (i) the amount of the Protective Advance Loan, (ii) the funding date of the Protective Advance Loan, which shall be a Business Day, and (iii) a reasonably detailed description of the default and the Applicable Mortgage Indebtedness to be paid with the proceeds of the Protective Advance Loan. If, prior to such funding date the Borrower pays or cures such default or obtains a Forbearance Agreement in respect thereof or provides other rights adequate assurances to the satisfaction of the Administrative Agent provided for herein or in the other Loan DocumentsAgent, the Administrative Agent may, in its discretion (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of will not advance the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBFLoan; provided that, (i) in the Required SBAC Lenders event the Forbearance Agreement obtained or other assurances provided with respect to such default terminate or expire while the Required SBF Lendersapplicable default is continuing under such Applicable Mortgage Indebtedness, as applicableor if, may at notwithstanding any time with prior written notice such Forbearance Agreement or other assurances, the creditor under the Applicable Mortgage Indebtedness is or becomes entitled to accelerate the Applicable Mortgage Indebtedness or enforce its rights in the collateral therefor, the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a may advance Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon pursuant to this Section 2.01(c) without regard to this sentence and (ii) without the making prior written consent of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, the Loan Parties shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateralnot, and treated shall cause their Subsidiaries and Controlled JV Subsidiaries not to, following such default, enter into, consent to or otherwise acquiesce to any agreement, arrangement, action or proceeding whereby the secured creditors under such Applicable Mortgage Indebtedness take exclusive control or possession of, or dispose of, or exercise their rights as a secured creditor in, collateral for all purposes as an expense of the Administrative Agent entitled to the priorities set forth such Applicable Mortgage Indebtedness, in Section 9.2full or partial satisfaction thereof.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its discretion the Administrative Agent’s Permitted Discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, as of the date of the making of any Protective Advance, the aggregate amount of outstanding Protective Advances shall not exceed 10% of the Commitments outstanding as of such date; provided further that the Total Revolving Extensions of Credit outstanding any time shall not exceed the Total Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 5.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Loans. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding receipt thereof. At any time (a) the amount equal to (i) the lesser of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon (x) the making Total Commitments and (y) the Borrowing Limit minus (ii) the Total Revolving Extensions of a Protective Advance by the Administrative AgentCredit then outstanding (calculated, each SBAC Lender or SBF with respect to any Defaulting Lender, as applicableif such Defaulting Lender had funded its Revolving Percentage of all outstanding Revolving Loans) exceeds the amount of any Protective Advance and (b) the conditions precedent set forth in Section 5.2 have been satisfied, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.3(b).

Protective Advances. In addition Subject to any other rights of the Administrative limitations set forth below, the Agent provided for herein or is authorized by the Borrower and the Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligation)obligation to) during the continuation of a Unmatured Default or Default, to make SBAC Revolving Loans Advances to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of all Lenders, in an aggregate amount outstanding at any time not to exceed 10% of the applicable LendersBorrowing Base, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents 9.6 (any of such Loans Advances are herein referred to collectively as “Protective Advances”); provided that, no Protective Advance shall cause the Aggregate Credit Exposure to exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.3 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Liens in favor of the Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Required Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunderAdvances. Absent Any such revocationrevocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.3 have been satisfied, the Administrative Agent’s determination that funding of Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance is appropriate shall be conclusiveAdvance. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any other time the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participationsrisk participations described in Section 2.2. From and after Agent shall notify the date, if any, on which any Lender is required to fund its participation in Lenders of the making of any Protective Advance purchased hereunder, within two Business Days thereafter and will endeavor to give the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share Lenders notice in advance of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such making any Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2Advance when practical.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, or (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $5,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders (other than any Defaulting Lender). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition to any other rights Upon the occurrence and during the continuance of the Administrative Agent provided for herein or in the other Loan Documentsan Event of Default, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole, reasonable discretion, may make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, the Borrower Parties on behalf of the applicable Lenders, which so long as the aggregate amount of such Revolving Loans shall not exceed 5.0% of the Borrowing Base, if the Administrative Agent Agent, in its Reasonable Credit Judgment, deems that such Revolving Loans are necessary or desirable (i) to preserve or protect the Collateral, all or any portion thereofof the Collateral, (ii) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations, Loans and the other Obligations or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party Parties pursuant to the terms of this AgreementAgreement (such Revolving Loans, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that (A) in no Protective Advance event shall be made after the applicable Revolving Facility Credit Maturity Date, or cause any Lender’s outstanding Loans to Exposure exceed its SBAC the aggregate Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC Facility Commitments and (yB) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or under the Required SBF Lenders, as applicable, Revolving Facility may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional future Protective Advances hereunder. Absent (provided that existing Protective Advances shall not be subject to such revocation, revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding receipt thereof). Each applicable Lender shall be obligated to advance to the Borrower Parties its Revolving Facility Percentage of a each Protective Advance is appropriate 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 conclusive. All bound to make, or permit to remain outstanding, such Protective Advances shall constitute Base Rate Loans made hereunder. Upon based upon their Revolving Facility Percentages in accordance with the making terms of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advancethis Agreement. All Protective Advances shall be Obligationsrepaid by the Borrower Parties on demand, shall be secured by the Collateral, Collateral and treated shall bear interest as provided in this Agreement for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2Revolving Loans generally.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Total Revolving Commitment; and provided, further, that the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Total Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent (for the benefit of the Secured Holders) in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that (i) the aggregate principal amount of outstanding Protective Advances shall not, at any time, exceed (x) 5% of the Aggregate Commitments then in effect or (y) when aggregated with the aggregate outstanding principal amount of Overadvances, 10% of the Aggregate Commitments then in effect; provided further that no Protective Advance shall be made if after giving effect thereto, any Lender’s Revolving Exposure shall exceed such Lender’s Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusivereceipt thereof. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon At any time the making of a Protective Advance by such Revolving Loan would not violate the Administrative AgentRevolving Exposure Limitations and the conditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition The Agent may from time to any other rights time, before or after the occurrence of an Event of Default, make such disbursements and advances pursuant to the Administrative Agent provided for herein or in Loan Documents which the other Loan Documents, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) thereof or to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) Loans and other sums payable under the Loan Documents Obligations (any such Loans are herein referred to collectively as “"Protective Advances”"). The Agent shall notify the Borrower and each Lender in writing of each such Protective Advances may be made even if Advance, which notice shall include a description of the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any purpose of such Protective Advance. The authority of Borrower agrees to pay the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided thatAgent, upon demand, the Required SBAC Lenders or principal amount of all outstanding Protective Advances, together with interest thereon at the Required SBF Lenders, as applicable, may at any rate from time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization time applicable to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in date of such Protective Advance until the outstanding principal balance thereof is paid in proportion full. If the Borrower fails to its 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 Lender and each Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share thereofof such Protective Advance. If such funds are not made available to the Agent by such Lender within one (1) Business Day after the Agent's demand therefor, the Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which failure of any Lender is required to fund its participation in any Protective Advance purchased hereunder, make available to the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share of all payments any such Protective Advance shall neither relieve any other Lender of principal and interest and all proceeds of Collateral and its obligation hereunder to make available to the Agent such other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect Lender's Pro Rata Share of such Protective AdvanceAdvance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Agent. All outstanding principal of, and interest on, Protective Advances shall be Obligations, constitute Obligations secured by the Collateral, and treated for all purposes as an expense of Collateral until paid in full by the Administrative Agent entitled to the priorities set forth in Section 9.2Borrower.

Protective Advances. In addition to any other rights of All losses incurred in connection with the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent may, in its discretion (but with absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3with respect to interest (including interest at the Default Rate) and other sums payable under pursuant to the Notes), the enforcement thereof, or the realization of the security therefor, shall be borne by Lenders in accordance with their respective pro rata share of the Loan. In addition, Lenders shall promptly, upon request by Administrative Agent, remit to Administrative Agent their respective pro rata share of any advances or disbursements made or to be made to pay taxes (including special assessments or payments in lieu of real estate taxes), maintenance costs, ground rent, insurance premiums or other items which Administrative Agent or Required Lenders determine are necessary to preserve the Lien (or priority of the Lien) on any Collateral from any intervening lien, forfeiture, casualty, loss, waste or other impairment, diminution or reduction in value or to preserve, protect, sell, operate, manage, lease, improve, maintain, repair, defend or dispose of any Collateral or any portion thereof), whether or not the amount necessary to be advanced for such purposes exceeds the amount of the Loan Documents (any all such Loans are herein referred to collectively as advances, collectively, “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Each Lender’s pro rata share of any Protective Advance shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority constitute obligatory advances of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicableunder this Agreement, shall be deemed, without further action payable by any party hereto, to have unconditionally and irrevocably purchased from the each Lender on demand by Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes and, if unpaid by any Lender as an expense set forth below, such Lender’s pro rata share thereof shall bear interest at the rate applicable to such amount under the Loan (or, if no longer applicable, at the Base Rate). Administrative Agent shall notify each Lender in writing of its pro rata share of each Protective Advance. Upon receipt of notice from Administrative Agent of its making of a Protective Advance, each Lender shall make the amount of such Lender’s pro rata share of the Protective Advance available to Administrative Agent, in same day funds, to such account of Administrative Agent entitled to as Administrative Agent may designate, (i) on or before 3:00 p.m. (Eastern Standard or Daylight Savings time) on the priorities set forth in Section 9.2day Administrative Agent provides Lenders with notice of the making of such Protective Advance if Administrative Agent provides such notice on or before 12:00 p.m. (Eastern Standard or Daylight Savings time), or (ii) on or before 12:00 p.m. on the Business Day immediately following the day Administrative Agent provides Lenders with notice of the making of such advance if Administrative Agent provides notice after 12:00 p.m. (Eastern Standard or Daylight Savings time).

Protective Advances. In addition to any other rights of the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayshall be authorized, in its discretion (but with absolutely no obligation)discretion, make SBAC Revolving Loans to SBAC at any time or SBF Revolving Loans to SBF, on behalf times that a Default or Event of Default exists or any of the applicable Lendersconditions precedent set forth in Section 11 have not been satisfied, which to make Revolver Loans that are Base Rate Loans in an aggregate amount outstanding at any time not to exceed $10,000,000, but only to the Administrative Agent extent that Agent, in the exercise of its Credit Judgment, deems the funding of such Loans (herein called “Protective Advances”) to be necessary or desirable (i) to preserve or protect the Collateral, Collateral or any portion thereof, (ii) to enhance the likelihood oflikelihood, or maximize increase the amount ofamount, of repayment of the Obligations, Obligations or (iii) to pay any other amount chargeable to or required to be paid then due and owing by any Borrower or any other Loan Party Obligors pursuant to the terms of this Agreement, including payments costs, fees and expenses, all of reimbursable expenses which Protective Advances shall be deemed part of the Obligations and secured by the Collateral, and shall be treated for all purposes of this Agreement (including costsSections 5.5.1 and 15.4) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, feeshowever, and expenses as described in Section 11.3that (a) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Dateunder clause (i) or (ii) above unless requested by Borrower Representative, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (yb) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunderby written notice to Agent, which shall become effective prospectively upon and after Agent’s actual receipt thereof. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, is required for any such purposes shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation conclusive. Each Lender shall participate in such each Protective Advance in proportion an amount equal to its Pro Rata Share thereofshare of the Revolver Commitments. The Administrative Agent mayNotwithstanding the foregoing, the maximum amount of Protective Advances outstanding at any time, require when added to the Lenders aggregate of Revolver Loans and LC Obligations outstanding at such time, shall not exceed the total of the Revolver Commitments (unless otherwise agreed by the Required Lenders). Nothing in this Section 2.1.4 shall be construed to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation limit in any Protective Advance purchased hereunder, way the Administrative amount of Extraordinary Expenses that may be incurred by Agent shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances that Borrowers shall be Obligations, secured by obligated to reimburse to Agent as provided in the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2Loan Documents.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, or (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”)): provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $5,000,000: provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders (other than any Defaulting Lender). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(6).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents which are past due (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or limitations set forth below (and notwithstanding anything to the contrary in the other Loan DocumentsSection 4.02), the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable Lendersall Lenders at any time that any condition precedent set forth in Section 4.02 has not been satisfied or waived, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any each such Loans are herein referred to collectively as Loan, a “Protective AdvancesAdvance”). Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Exposure to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances), the aggregate principal amount of Protective Advances outstanding hereunder would exceed 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 outstanding Protective Advances plus the total Revolving Exposures shall not exceed the Aggregate Commitments. No Protective Advance may remain outstanding for more than forty- five (45) days without the consent of the Required Lenders. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no satisfied or waived. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusivereceipt thereof. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the The making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, on any one occasion shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from not obligate the Administrative Agent without recourse or warranty an undivided interest and participation in such to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in proportion to its Pro Rata Share thereof. The Section 4.02 have been satisfied or waived, the Administrative Agent may, at 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 participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (i) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its discretion the Administrative Agent’s Permitted Discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (iA) to preserve or protect the ABL Priority Collateral, or any portion thereof, (iiB) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Obligations or (iiiC) to pay any other amount chargeable to or required to be paid then due and payable by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.311.05) and other sums then due and payable under the Loan Documents (any of such Loans are herein referred to collectively as Loans, “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time, together with aggregate principal amount of Overadvances at such time, exceed 5% of the Total Revolving Commitments; provided further that, the Total Extensions of Credit shall not exceed the Total Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 6.02 have not been satisfied; provided that no satisfied or waived in accordance with Section 11.01. The Protective Advance Advances shall constitute Obligations hereunder. All Protective Advances shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving CommitmentBase Rate Loans. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 6.02 have been satisfied or waived in accordance with Section 11.01, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request that the Lenders make a Revolving Loan to repay any Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.23.01(b)(ii).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable desirable, (i) to preserve or protect the Collateral, or any portion thereof, (ii) during the existence of any Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) during the existence of an Event of Default, to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that no Protective Advance shall cause the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided, further, that the aggregate amount of Protective Advances outstanding at any time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed $15,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.05(b).

Protective Advances. In addition (55) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by each of the Borrowers, and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed an amount equal to 10% of the Revolving Commitments; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute sufficient Borrowing Base Rate Loans made hereunder. Upon Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Company, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Borrower Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party of the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not (x) at any time exceed $20,000,000 or (y) when added to the total Credit Exposure, exceed the Total Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) in and to make the Collateral and shall constitute Borrower Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights the limitations set forth below, each of the Administrative Agent provided for herein or in Agents is authorized by the other Loan DocumentsBorrowers and the Lenders, the Administrative Agent may, in its discretion from time to time (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFLoans, on behalf of the applicable all Lenders, at the request of Administrative Borrower or otherwise in its Permitted Discretion, which the Administrative Agent such Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, reimbursements with respect to any Letter of Credit, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.05) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “"Protective Advances”"); provided that, the aggregate amount of Protective Advances outstanding at any time, which were made pursuant to clauses (i), (ii) and (iii) above, shall not cause the Aggregate Revolving Credit Exposure to exceed the aggregate Commitment of all Lenders and shall not at any time exceed $5,000,000 in the aggregate. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.01 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC in and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances Collateral and shall constitute Obligations hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunderbe ABR Borrowings. Upon Any such revocation must be in writing and shall become effective prospectively upon the making of Collateral Agent's receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.01 have been satisfied, the Collateral Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance by Advance. At any other time the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Collateral Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.24(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, (x) the aggregate amount of Protective Advances outstanding at any time, when aggregated with the amount of Overadvances outstanding at such time, shall not at any time exceed 10% of the Aggregate Commitment, (y) no Protective Advance shall cause any Lender’s Revolving Exposure to exceed such Lender’s Commitment and (z) the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Aggregate Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition Whether or not an Event of Default or a Default shall have occurred and be continuing, the Agent is authorized by the Borrower and the Lender, from time to time in the Agent’s sole discretion (but the Agent shall have absolutely no obligation to), to make disbursements or advances to the Borrower or any other rights of Loan Party in amounts which the Administrative Agent provided for herein or in the other Loan Documents, the Administrative Agent mayAgent, in its discretion (but with absolutely no obligation)sole discretion, make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this AgreementAgreement and the other Loan Documents, including including, without limitation, payments of principal, interest, fees and reimbursable expenses (including costs, fees, and expenses as described any of such disbursements or advances are in this Section 11.3) and other sums payable under the Loan Documents (any such Loans are herein 2.11 referred to collectively as “Protective Advances”). Unless otherwise agreed in writing by the Lender in its sole discretion, Protective Advances may be made even if shall bear interest at a rate payable in cash per annum equal to the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no interest rate then applicable to the Loans plus 3%. Each Protective Advance shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. The Administrative Agent will promptly advise Protective Advances shall constitute Obligations hereunder which are subject to the Lenders after making any Protective Advancerights of the Agent, the Lender and their respective Affiliates in accordance with Section 2.9. The authority Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed earliest of (xi) $2,000,000 at any time with respect to Protective Advances made to SBAC Maturity Date and (yii) $5,500,000 upon at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with least three (3) Business Days’ prior written notice to the Administrative Agent revoke Borrowers, the Administrative date on which demand for payment is made by the Agent’s authorization to make additional . In the event any Protective Advances hereunder. Absent such revocationare made by the Lender following the Maturity Date, the Administrative Agent’s determination that funding Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of a each Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance within three (3) Business Days’ following written demand for payment by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 notify the Lender and the Borrower in writing of each such Lender its Pro Rata Share Protective Advance, which notice shall include a description of all payments of principal the amount and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect purpose of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled Any other terms with respect to the priorities extension of any Protective Advance may be set forth in Section 9.2a separate agreement satisfactory to each of the Agent and the Lender in its sole discretion.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 10% of the Aggregate Revolving Commitment then in effect; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be CBFR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereunderpursuant to each of Section 2.04(a)(i) and Section 2.04(a)(ii) may be revoked at any time by 100% of the Lenders (other than any Defaulting Lender). Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Any provision of this Agreement to any other rights of the Administrative Agent provided for herein or contrary notwithstanding (but subject to the limitations set forth below in the other Loan Documentsthis Section), the Administrative Agent mayis authorized by the Borrowers and the Lenders, in its sole discretion (but with absolutely no obligation), and whether or not the conditions precedent set forth in Section 4.02 have been satisfied, to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable Revolving Lenders, in amounts that exceed Availability, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any such Loans are herein referred to collectively as “Protective Advances”). Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided , it being agreed that no Protective Advance shall result in a Default due to the Borrowers’ failure to comply with Section 2.01 or Section 4.02 for so long as such Protective Advance remains outstanding in accordance with the terms of this Section, but solely with respect to the amount of such Protective Advance. Protective Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Liens in favor of the Administrative Agent will promptly advise (for the Lenders after making any benefit of the Secured Parties) in and to the Collateral and shall constitute Obligations hereunder. All Protective AdvanceAdvances shall be ABR Borrowings. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 5% of the Total Commitment at any time with respect time, and no Protective Advance shall cause any Lender’s Credit Exposure to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; exceed its Commitment, provided that, that the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent (it being agreed that any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof). At any time that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.05(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time, when aggregated with the amount of Overadvances outstanding at such time, shall not at any time exceed 10% of the Aggregate Commitment; provided further that, the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The making of a Protective Advance on any one occasion shall be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of not obligate the Administrative Agent to make any Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at Advance on any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the other occasion. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Aggregate Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.04(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative limitations set forth below, (i) the Agent provided for herein or is authorized by the Borrowers and the Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with the Agent shall have absolutely no obligation), make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBF, on behalf of the applicable Lenders, which the Administrative Agent deems necessary or desirable (i) to preserve or protect make extensions of credit in the Collateral, or any portion thereof, (iimanner set forth in Section 2.8(b) to enhance the likelihood of, or maximize Borrowers for the amount of, repayment of the Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) and other sums payable under the Loan Documents purposes set forth below (any of such Loans loans are herein referred to collectively as “Agent Advances”) and (ii) the Required Lenders are authorized by the Borrowers, from time to time in the Required Lender’s sole discretion (but the Required Lenders shall have absolutely no obligation) to approve extensions of credit in the manner set forth in Section 2.8(c) (any of such loans are herein referred to as “Lender Advances” and together with the Agent Advances, the “Protective Advances”). A Protective Advance shall be made if the Agent or the Lenders (as applicable), each in their sole and absolute discretion, deem such Protective Advance necessary or desirable to make pay or prepay the Vendor Obligations in the event that any of the obligations thereunder have been accelerated or any other event has occurred or condition exists, the effect of which is permit the acceleration any of the Vendor Obligations. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no . The Protective Advances shall be secured by the Liens in favor of the Agent in and to the Collateral and shall constitute Lender Debt hereunder. Subject to Section 2.6, all Protective Advances shall bear interest at the 12% plus the default rate set forth in Section 2.2(b), on the basis of a 360-day year and actual days elapsed. Interest on each Protective Advance shall be made after due and payable in arrears on the applicable Revolving Credit Maturity Datefirst Business Day of each calendar month, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise commencing on the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereunder. Absent calendar month such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate made. If not sooner paid, the Protective Advances shall be conclusivepaid in full, together with accrued interest thereon, on the Maturity Date. All Each Protective Advance shall constitute “Loans” and shall be subject to the prepayment provisions set forth in Sections 3.2, 3.3 and 3.4 in the same manner as the other Loans made hereunder (including the limitation on prepayments and the Applicable Premium requirements set forth therein). Unless expressly provided for in this Section 2.8 or elsewhere in this Agreement, Protective Advances shall constitute Base Rate “Loans” in the same manner as the other Loans made hereunder. Upon under this Agreement for the making purposes of a Protective Advance by each right, remedy, acknowledgement and obligation of the Administrative Agent, Lenders and Agent (and each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally obligation and irrevocably purchased from acknowledgement of the Administrative Agent without recourse or warranty an undivided interest Borrowers) provided for under this Agreement and participation in such Protective Advance in proportion to its Pro Rata Share thereofthe Loan Documents and for the purposes of the Intercreditor Agreement. The Administrative Borrowers hereby irrevocably authorize the Agent may, at any time, require to disburse the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in proceeds of any Protective Advance purchased hereunder, to the Administrative Agent shall promptly distribute to such Lender its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense payment or prepayment of the Administrative Agent entitled to the priorities set forth in Section 9.2Vendor Obligations.

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”), provided that no Protective Advance shall cause the Aggregate Credit Exposure to exceed the Aggregate Commitment; provided, further, that, the aggregate amount of Protective Advances outstanding at any time, which were made pursuant to clauses (i) and (ii) above, shall not at any time exceed $30,000,000. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be ABR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.05(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrower and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligation), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable Lenders, Lenders which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (other than Swap Obligations and Banking Services Obligations), or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.5) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5% of the Total Revolving Credit Commitments; provided, further, that the aggregate Revolving Credit Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 Sections 5.1, 5.2 or 5.3 have not been satisfied; provided that no . Proceeds of a Protective Advance shall not be made after disbursed to the applicable Revolving Credit Maturity Date, Borrower or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentother Loan Party and shall be applied in accordance with the terms of this Section 2.23. The Administrative Agent will promptly advise Protective Advances shall be secured by the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be Base Rate Loans. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Revolving Credit Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Sections 5.1, each SBAC Lender or SBF Lender5.2 and 5.3, as if applicable, shall be deemedhave been satisfied, 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 may request the Lenders to make a Revolving Credit Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.23(b).

Protective Advances. In addition (a) Subject to any other rights the limitations set forth below, in the event the Borrower is unable to comply with the Borrowing Base limitations set forth in this Agreement or the Borrower is unable to satisfy the conditions precedent to the making of Revolving Loans set forth in Section 4.02, in either case, the Lenders hereby authorize the Administrative Agent, for the account of the Administrative Agent provided for herein or Lenders, from time to time in the other Loan Documents, the Administrative Agent may, in its Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrower, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Obligations, Loans and other Obligations or (iii) to pay any other amount chargeable to or required to be paid by any the Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.3) 9.03 and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”). ) for a period commencing on the date the Administrative Agent receives a Borrowing Request requesting a Protective Advances may be made even if Advance until the earliest of (x) the twentieth Business Day after such date, (y) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent set forth in Section 4.2 have not been satisfied; provided that no Protective Advance shall be made after the applicable Revolving Credit Maturity Date4.02, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment obtains an amendment or SBF Revolving Commitment. The Administrative Agent will promptly advise waiver with respect thereto and (z) the date the Required Lenders after making any Protective Advance. The authority of instruct the Administrative Agent to make cease making Protective Advances is limited (the “Protective Advance Period”); provided that the Administrative Agent shall not make any Protective Advance to an the extent that at the time of the making of such Protective Advance, the amount of such Protective Advance (I) when added to the aggregate outstanding amount not to exceed (x) $2,000,000 at any time with respect to of all other Protective Advances made to SBAC and the Borrower at such time, would exceed 5.0% of the Borrowing Base at such time (ybased on the Borrowing Base Certificate last delivered) $5,500,000 at any time with respect to (the “Protective Advances made to SBF; provided that, the Required SBAC Lenders Advance Amount”) or the Required SBF Lenders, as applicable, may at any time with prior written notice (II) when added to the Administrative Agent revoke Aggregate Revolving Exposure as then in effect (immediately prior to the incurrence of such Protective Advance), would exceed the Aggregate Revolving Commitment at such time. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share receipt thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by subject to periodic settlement with the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled Lenders pursuant to the priorities set forth in Section 9.22.10(b).

Protective Advances. In addition (a) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.310.2 and 10.3) and other sums payable under the Loan Credit Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $7,000,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 3.2 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans Liens in favor of the Collateral Agent in and to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentthe Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by 100% of the Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Excess Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 3.2 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.22.4(b).

Protective Advances. In addition to (i) Any contrary provision of this Agreement or any other rights Loan Document notwithstanding, but subject to Section 2.3(d)(iii), at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the Administrative other applicable conditions precedent set forth in Section 3 are not satisfied, Agent provided for herein or in hereby is authorized by Borrowers (to the other Loan Documentsextent consented to by the Required Lenders at the applicable time), the Administrative Agent mayfrom time to time, in its discretion (but with absolutely no obligation)Agent’s sole discretion, to make SBAC Revolving Loans to SBAC to, or SBF Revolving Loans to SBFfor the benefit of, Borrowers, on behalf of the applicable Revolving Lenders, which the Administrative Agent that Agent, in its Permitted Discretion, deems necessary or desirable (i1) to preserve or protect the Collateral, or any portion thereof, or (ii2) to enhance the likelihood of, or maximize the amount of, of repayment of the Obligations (other than the Bank Product Obligations, or ) (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as Revolving Loans described in this Section 11.32.3(d)(i) and other sums payable under the Loan Documents (any such Loans are herein shall be referred to collectively as “Protective Advances”), so long as after giving effect to such Protective Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. Agent shall endeavor to give Borrowers and the Lenders prompt written notice of the making of any Protective Advances may Advances, but a non-willful failure of Agent to so notify Borrowers shall not be made even if the conditions precedent set forth in Section 4.2 have a breach of this Agreement and shall not been satisfied; provided that no cause such Protective Advance shall to be made after the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitmentineffective. The Administrative Required Lenders may at any time by written notice to the Agent will promptly advise the Lenders after making any Protective Advance. The authority of the Administrative Agent to make Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 revoke Agent’s authority to make further Protective Advances pursuant to this Section 2.4(d)(i) at any time with respect to when a Protective Advances made to SBAC Advance exists and (y) $5,500,000 at any time with respect instruct Agent to demand repayment of outstanding Protective Advances made to SBF; provided that, from the Required SBAC Lenders or Loan Parties (and the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the Administrative Agent’s authorization Loan Parties hereby agree to make additional Protective Advances hereunder. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon the making of a Protective Advance by the Administrative Agent, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such Protective Advance in proportion to its Pro Rata Share thereof. The Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, repayment 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth in Section 9.2demand).

Protective Advances. In addition (0) Subject to any other rights of the Administrative Agent provided for herein or in the other Loan Documentslimitations set forth below, the Administrative Agent mayis authorized by the Borrowers and the Lenders, from time to time in its the Administrative Agent’s sole discretion (but with shall have absolutely no obligationobligation to), to make SBAC Revolving Loans to SBAC or SBF Revolving Loans to SBFthe Borrowers, on behalf of the applicable all Lenders, which the Administrative Agent Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by any Borrower or any other Loan Party the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 11.39.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to collectively as “Protective Advances”); provided that, the aggregate principal amount of Protective Advances outstanding at any time shall not at any time exceed the greater of (x) $7,500,000, and (y) an amount equal to 10% of the aggregate Revolving Commitments; provided further that, the aggregate amount of outstanding Protective Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied; provided that no . The Protective Advance Advances shall be made after secured by the applicable Revolving Credit Maturity Date, or cause any Lender’s outstanding Loans to exceed its SBAC Revolving Commitment or SBF Revolving Commitment. The Administrative Agent will promptly advise the Lenders after making any Protective Advance. The authority Liens in favor of the Administrative Agent in and to make the Collateral and shall constitute Obligations hereunder. All Protective Advances is limited to an aggregate amount not to exceed (x) $2,000,000 at any time with respect to Protective Advances made to SBAC and (y) $5,500,000 at any time with respect to Protective Advances made to SBF; provided that, the Required SBAC Lenders or the Required SBF Lenders, as applicable, may at any time with prior written notice to the Administrative Agent revoke the shall be CBFR Borrowings. The Administrative Agent’s authorization to make additional Protective Advances hereundermay be revoked at any time by the Required Lenders. Absent Any such revocation, revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s determination receipt thereof. At any time that funding of a Protective Advance there is appropriate shall be conclusive. All Protective Advances shall constitute Base Rate Loans made hereunder. Upon sufficient Availability and the making of a Protective Advance by the Administrative Agentconditions precedent set forth in Section 4.02 have been satisfied, each SBAC Lender or SBF Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty an undivided interest and participation in such may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance in proportion to its Pro Rata Share thereofAdvance. The At any other time the Administrative Agent may, at any time, may require the Lenders to fund their participations. 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 its Pro Rata Share of all payments of principal and interest and all proceeds of Collateral and other amounts due and payable hereunder with respect thereto received by the Administrative Agent in respect of such Protective Advance. All Protective Advances shall be Obligations, secured by the Collateral, and treated for all purposes as an expense of the Administrative Agent entitled to the priorities set forth risk participations described in Section 9.2.2.04(b). -45-